Parent Reorganization definition

Parent Reorganization means the transactions to be undertaken by Parent and its Subsidiaries at or prior to the Closing, following which (1) GPI will have converted to a limited liability company formed in Delaware, (2) Parent will hold, directly or indirectly, all of the membership interests of Issuer and (3) Issuer will hold, directly or indirectly, all of the membership interests of GPI.

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Parent Reorganization means any reorganization of Parent and/or the Parent Consolidated Subsidiaries implemented in order to optimize the tax position of such entities or any parent thereof in accordance with Parent’s primary senior debt facility.

Parent Reorganization means any reorganization of Parent and/or the Parent Consolidated Subsidiaries implemented in order to optimize the tax position of such entities or any parent thereof in accordance with Parent’s primary senior debt facility. “Parent Unrestricted Cash” means cash or cash equivalents of Parent or any of the Parent Consolidated Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of Parent or any of the Parent Consolidated Subsidiaries; provided, that (x) for purposes of the calculation of the Driven Brands Leverage Ratio, the amount of Parent Unrestricted Cash and Parent Permitted Investments not denominated in United States Dollars shall be calculated based on the currency exchange rates that would be used either, at the option of Parent, (i) for purposes of preparing a balance sheet or (ii) for purposes of calculating Parent Adjusted EBITDA, in each case, as of the last day of the fiscal quarter most recently ended as of the date of determination as determined by Parent in good faith and (y) proceeds subject to Escrow shall be deemed to constitute “restricted” cash; provided, further, that, each Manager, in accordance with the applicable Management Standard, may amend this definition of “Parent Unrestricted Cash” with the consent of the Control Party including, without limitation, in connection with any change of control. “Pass-Through Amounts” has the meaning specified in the definition of “Excluded Amounts”. “Patents” means all United States and non-U.S. patents and inventions claimed thereunder, patent applications, industrial designs, divisionals, continuations, extensions, continuations-in-part, provisionals, reexaminations and reissues thereof. “Paying Agent” has the meaning specified in Section 2.5(a) of the Base Indenture.

Examples of Parent Reorganization in a sentence

• In rendering such opinion, Proskauer Rose LLP may rely upon the Company Reorganization Representation Letter and Parent Reorganization Representation Letter.

• If Parent determines that it intends to undertake the Parent Reorganization in a manner other than as previously identified and agreed by the parties, Parent shall give prior notice to Transferor and consult with Transferor regarding the proposed change.

• The parties hereto agree that this Agreement shall not in any manner restrict (i) Parent from forming a holding company and such subsidiaries as Parent considers appropriate to separate its regulated and unregulated businesses (the "Parent Reorganization") and (ii) the Company from forming such subsidiaries as the Company considers appropriate to separate its regulated and unregulated businesses (the "Company Reorganization").

• Prior to the Closing, Parent shall cause the Parent Reorganization to occur.

• The parties to this Agreement acknowledge and agree that implementation by Parent of the Parent Reorganization or by the Company of the Company Reorganization shall not constitute (x) a breach of or failure to perform any of the representations, warranties or covenants in this Agreement or (y) otherwise result in the failure of any condition to the obligation of the Company or Parent, as applicable, to consummate the Merger to be satisfied.

• Pursuant to the contribution to be effected in connection with the Parent Reorganization, Units of membership interest in MOR will be exchanged for shares of Parent Common Stock at an average exchange ratio of 0.9709.

• Each of Parent and the Company shall use their reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the Parent Reorganization Representation Letter and Company Reorganization Representation Letter, respectively, and reporting consistently for all federal, state, and local income Tax or other purposes.

• If more than one person, including partnerships, corporations, or other entities, executes this Agreement, their obligations under this Agreement shall be joint and several and all corporations, partnerships or individuals shall remain liable under this Agreement until all Debtors are released in full.

• For purposes of this Section 1.3(b), the "Parent Reorganization Opinion Condition" will be satisfied if Parent receives the opinion of McDermott, Will & Emery described in Section 5.21(b), and the "C▇▇▇▇▇▇ ▇eorganiza▇▇▇▇ Opinion Condition" will be satisfied if the Company receives the opinion of Kirkland & Ellis described in Section 5.21(b).

• Section 6.10(a) will not apply to any Permitted Parent Reorganization or to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Borrower and/or the Guarantors.

More Definitions of Parent Reorganization

Parent Reorganization means the contribution of all of the issued and outstanding equity interests of MOR to Parent such that, after giving effect to all such transactions, Parent will be the direct owner of all of such equity interests.

Parent Reorganization has the meaning specified therefor in Section 4.01(o).

Parent Reorganization means a series of events pursuant to the Parent Reorganization Documents, by which (a) all ordinary shares of Old Parent are exchanged on a two-to-one conversion rate to common stock of the New Parent, (b) the Old Parent is liquidated, and (c) all subsidiaries of Old Parent become subsidiaries of the New Parent.

Parent Reorganization means the transactions to be undertaken by Parent and its Subsidiaries at or prior to the Closing, following which ( 1 ) GPI will have converted to a limited liability company formed in Delaware, ( 2 ) Parent will hold, directly or indirectly, all of the membership interests of Issuer and ( 3