Permitted Borrower Reorganization definition

Permitted Borrower Reorganization means the formation of a holding company of the Company organized under the laws of Texas (the “New Parent”) (including through the merger of the Company into a wholly-owned Domestic Subsidiary of the New Parent) pursuant to which (i) the shareholders of the Company immediately prior to the Permitted Borrower Reorganization acquire Equity Interests in the New Parent corresponding to their Equity Interests in the Company immediately prior to such transaction in exchange for their Equity Interests in the Company, (ii) the New Parent becomes the holder of 100% of the Equity Interests of the Company and (iii) the New Parent becomes a U.S. Borrower and complies with the Guarantee and Collateral Requirement so long as, immediately after giving effect thereto, no Event of Default shall have occurred and is continuing and the New Parent has no material assets or liabilities other than through its ownership of the Company and its Subsidiaries and liabilities in respect of guarantees of obligations of the Company and the other Restricted Subsidiaries; provided that the Company shall have provided at least 30 days prior written notice to the Administrative Agent and shall have furnished all “know your customer” information requested by the Lenders with respect to the New Parent at least 10 Business Days prior to such reorganization.
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Permitted Borrower Reorganization means the formation of a holding company of the Borrower organized under the laws of Texas (the “New Parent”) (including through the merger of the Borrower into a wholly-owned Domestic Subsidiary of the New Parent) pursuant to which (i) the shareholders of the Borrower immediately prior to the Permitted Borrower Reorganization acquire Equity Interests in the New Parent corresponding to their Equity Interests in the Borrower immediately prior to such transaction in exchange for their Equity Interests in the Borrower, (ii) the New Parent becomes the holder of 100% of the Equity Interests of the Borrower and
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Permitted Borrower Reorganization means a transaction or series of substantially concurrent transactions, the purpose of which is to result in the Borrower being either (x) redomiciled as a Delaware corporation or (y) being merged with or into a Delaware corporation (that is a shell entity formed for the purposes of such transaction), with such Delaware corporation being the surviving entity, in a transaction that does not constitute a Change in Control, in each case of clauses (x) and (y), including any transaction or series of transactions effecting the transfer of assets, liabilities and contracts of the Borrower to a new wholly owned direct or indirect Swiss subsidiary of the Borrower, which subsidiary shall become a Loan Party if Collateral should be transferred to it prior to or substantially concurrently with such transfer; provided that (i) with respect to a transaction described in clause (y) above, such Delaware corporation shall have expressly assumed all Obligations as the “Borrower” under this Agreement and the other Loan Documents, pursuant to documentation in the form agreed between the Borrower and the Agent prior to the First Amendment Effective Date, (ii) to the extent such transaction or series of transactions would constitute a “Merger Event” as defined in the Warrants, or in which Section 7(b) of the Warrants would apply, such transaction or series of transactions shall provide for the exchange of any outstanding Warrants of the Borrower at such time for warrants to acquire common stock of such Delaware corporation on terms no less favorable to the holder thereof than under the Warrants, (iii) no Default or Event of Default shall have occurred and be continuing, or would result from such transaction(s), (iv) each of the representations and warranties of the Loan Parties set forth in Section 5 of this Agreement (except that the date “December 31, 2021” in Section 5.4 shall be deemed to be “December 31, 2022” and the applicable representation and warranties set forth in Section 5 shall be qualified so as to exclude each of the relevant matters disclosed to the Agent and Lenders party hereto prior to the First Amendment Effective Date) and in the other Loan Documents shall be true and correct in all material respects (or, if such representation or warranty is already qualified as to materiality or Material Adverse Effect, in all respects) with the same effect as though made on and as of the date of such transaction(s), except to the extent such representations and warrant...
Sample 1

Examples of Permitted Borrower Reorganization in a sentence

  • The definition of “Common Shares” in the Existing Loan Agreement is hereby amended and restated in its entirety to read as follows: “Common Shares” means (i) prior to the consummation of the Permitted Borrower Reorganization, the common shares, par value CHF 0.08 per share, of the Borrower and (ii) from and after the consummation of the Permitted Borrower Reorganization, the common stock of the Borrower.

  • Section 5.1 of the Existing Loan Agreement is hereby amended to add “or, after giving effect to the Permitted Borrower Reorganization, Delaware” immediately after “Switzerland” in clause (a) thereof.

  • Section 7.9 of the Existing Loan Agreement is hereby amended by adding “or, solely with respect to a Permitted Borrower Reorganization, the surviving entity is a corporation organized under the laws of the State of Delaware and has complied with all of the applicable requirements set forth in such definition” immediately after “the Borrower is the surviving entity” in clause (ii) thereof.

  • Section 7.11(e)(ii) of the Existing Loan Agreement is hereby amended by adding “and, following the Permitted Borrower Reorganization, the Borrower” immediately following “ADC USA” therein.

Related to Permitted Borrower Reorganization

  • Designated Borrower Notice has the meaning specified in Section 2.14.

  • Initial Borrowing means the first Borrowing by the Borrower under this Agreement.

  • Initial Borrowing Date means the date occurring on or after the Effective Date on which the initial Borrowing of Loans occurs.

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

  • Committed Borrowing means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

  • Domestic Subsidiary Borrower any Subsidiary Borrower which is a Domestic Subsidiary.

  • Borrower/s means and refers to jointly and severally to the Applicants (more particularly described in the Application Form) who has/have been sanctioned/granted/disbursed the Loan by ABFL pursuant to the relevant Application Form submitted by such applicants to ABFL for availing of the Loan and depending upon the nature of the Borrower/s, shall, unless repugnant to the context or meaning thereof, be deemed to include his/her legal heirs, executors and administrators;

  • Designated Borrower has the meaning specified in the introductory paragraph hereto.

  • Foreign Subsidiary Borrower means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.

  • U.S. Borrower means any Borrower that is a U.S. Person.

  • Adjusted Borrowing Base means the Borrowing Base minus the aggregate amount of Cash and Cash Equivalents included in the Borrowing Base.

  • Canadian Borrowing means a borrowing consisting of simultaneous Canadian Loans of the same Type and, in the case of BA Equivalent Loans or LIBO Loans, having the same Interest Period made by each of the Canadian Lenders pursuant to Section 2.3.

  • Term B Borrowing means any Borrowing comprised of Term B Loans.

  • Parent Borrower as defined in the preamble hereto.

  • Refunding Borrowing means a Committed Borrowing which, after application of the proceeds thereof, results in no net increase in the outstanding principal amount of Committed Loans made by any Bank.

  • Proposed Borrowing Base has the meaning assigned to such term in Section 2.07(c)(i).

  • Permitted Acquisition means any non-hostile acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or 50% or more of the voting capital stock of, or a business line or a division of, any Person; provided that:

  • Domestic Loan Party means any Loan Party organized under the laws of any state of the United States of America or the District of Columbia.

  • Borrowing Subsidiary means, at any time, any Subsidiary of the Company designated as a Borrowing Subsidiary by the Company pursuant to Section 2.19 that has not ceased to be a Borrowing Subsidiary pursuant to such Section or Article 7.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

  • Initial Borrower has the meaning set forth in the preamble hereto.

  • Subsidiary Borrower mean each Subsidiary of the Company that shall become a Subsidiary Borrower pursuant to Section 2.19, so long as such Subsidiary shall remain a Subsidiary Borrower hereunder. As of the date hereof, there are no Subsidiary Borrowers party hereto.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • The Borrower has advised the Banks that the Borrower is currently working on a revised business plan which will include, among other things, a request to restructure the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions concerning the proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, an April 14, 2000, letter agreement, a May 5, 2000, letter agreement, a May 19, 2000, letter agreement, a June 1, 2000, letter agreement, a June 9, 2000, letter agreement, a June 16, 2000, letter agreement, a June 29, 2000, letter agreement, a July 21, 2000, letter agreement, an August 11, 2000, letter agreement, and a September 8, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, as of March 31, 2000, as of June 30, 2000, and as of September 30, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to October 13, 2000 (the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from September 29, 2000, to the Waiver Termination Date, and (iii) amend the due date for the payment of principal, interest and unused commitment fees otherwise due on or before September 30, 2000, with respect to the Revolving Credit and the Term Loans (including such payments described in Sections 2.1 and 2.2 of the Seventh Amendment) to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from September 29, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, as of March 31, 2000, as of June 30, 2000, and as of September 30, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to amend the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before September 30, 2000, with respect to the Revolving Credit and the Term Loans (including such payments described in Sections 2.1 and 2.2 of the Seventh Amendment) to the Waiver Termination Date, provided that:

  • Revolving Credit Borrowing means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

  • Foreign Borrowing Base means, as of any date, an amount equal to: