Permitted Corporate Reorganization means any Corporate Reorganization (i) where the Person resulting therefrom becomes bound, by contract or operation of law, by the terms of the Credit Documents to which each Obligor participating in the Corporate Reorganization is a party and delivers to the Administrative Agent a certificate confirming the foregoing; (ii) the Borrower provides prior written notice to the Administrative Agent of the Corporate Reorganization; and (iii) no Default or Event of Default has occurred and is outstanding at the time of such Corporate Reorganization or would arise immediately thereafter.
Permitted Corporate Reorganization means any Corporate Reorganization (i) notice of which (and reasonable details thereof) has been provided by the Corporation to the Holder in writing fifteen (15) Business Days before its proposed completion date, and (ii) where at the time of delivery of the aforesaid notice by the Corporation to the Holder, the Corporation delivers to the Holder a certificate (A) certifying that the completion of the Corporate Reorganization will not have a Material Adverse Effect, (B) in which the Corporation shall covenant to deliver or cause to be delivered to the Holder contemporaneously with the completion of such Corporate Reorganization, any Security Documents and/or amendments thereto, certificates, opinions and other things as the Holder may reasonably request to ensure the completion of such Corporate Reorganization shall not adversely affect any rights of the Holder under this Debenture or any Security Documents and (C) certifying that no Default or Event of Default has occurred and is continuing at the time of the completion of the Corporate Reorganization or would arise immediately thereafter.
Permitted Corporate Reorganization means any Corporate Reorganization (i) notice of which (and reasonable details thereof) has been provided by the Parent to the Administrative Agent ten Banking Days before its proposed completion date, (ii) where at the time of the delivery of the aforesaid notice by the Parent to the Administrative Agent, the Parent delivers to the Administrative Agent a certificate (A) certifying that the completion of the Corporate Reorganization will not have a Material Adverse Effect and (B) in which the Parent shall covenant to deliver or cause to be delivered to the Administrative Agent, contemporaneously with the completion of such Corporate Reorganization, any Guarantees and Security Documents and/or amendments thereto, certificates, opinions and other things as the Administrative Agent may request to ensure the completion of such Capital Reorganization shall not adversely affect any rights of any Finance Party under any Guarantee or Security Document and (iii) where no Default or Event of Default has occurred and is outstanding at the time of the completion of the Corporate Reorganization or would arise immediately thereafter, provided, however, until such time as the Ozernoe Project Guarantee Obligations and the Tenke Fungurume Project Guarantee Obligations, and any commitments with respect thereto, are terminated, no Corporate Reorganization that results in a transfer of any assets, or assumption of any liabilities, of a Material Subsidiary to either Borrower shall constitute a Permitted Corporate Reorganization. The Rio Narcea Reorganization shall constitute a Permitted Corporate Reorganization provided the Rio Narcea Reorganization complies with clauses (i) - (iii) of this definition. The Xxxxxx Mining Holding Reorganization shall constitute a Permitted Corporate Reorganization provided the Xxxxxx Mining Holding Reorganization complies with clauses (ii) and (iii) of this definition (with the certificate referred to in clause (ii) to be delivered prior to the implementation of the Xxxxxx Mining Holding Reorganization). The Lenders acknowledge that, in connection with the Xxxxxx Mining Holding Reorganization, the fact that the pledge by Xxxxxx Mining Holding of 49% of the Shares of each of Barinas and Xxxx Holdco shall secure Xxxxxx Mining Holding’s guarantee of Xxxxxx AB’s Secured Obligations will not adversely effect any rights of any Finance Party. No Excluded Entity nor Excluded Investment shall be involved in a Permitted Corporate Reorganization.
Examples of Permitted Corporate Reorganization in a sentence
Notwithstanding anything to the contrary in this Bond Agreement, the Issuer and/or its Subsidiaries, the Parent and any Obligor may carry out a Permitted Corporate Reorganization.
Except as contemplated by any Permitted Corporate Reorganization, the Parent shall, and shall cause each other Subject Entity (other than Rockcliff) to, maintain its existence in good standing.
More Definitions of Permitted Corporate Reorganization
Permitted Corporate Reorganization means a reorganization of the corporate structure of the Parent and its Subsidiaries to the extent (i) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (ii) such reorganization does not have a material adverse effect on the credit support for the Transactions and on the credit profile of the Company and the Guarantors taken as a whole.
Permitted Corporate Reorganization means any Corporate Reorganization (i) notice of which (and reasonable details thereof) has been provided by the Borrower to the Administrative Agent in writing fifteen Banking Days before its proposed completion date, (ii) where at the time of the delivery of the aforesaid notice by the Borrower to the Administrative Agent, the Borrower each deliver to the Administrative Agent a certificate (A) certifying that the completion of the Corporate Reorganization will not have a Material Adverse Effect, (B) in which the Borrower shall covenant to deliver or cause to be delivered to the Administrative Agent contemporaneously with the completion of such Corporate Reorganization (or such later date as may be agreed by the Administrative Agent on the instructions of the Majority Lenders), any Guarantees, Security Documents and/or amendments to any of the foregoing, certificates, opinions and other things as the Administrative Agent may reasonably request to ensure the completion of such Corporate Reorganization shall not adversely affect any rights of any Finance Party under any Finance Document (including, for certainty, priority of Security subject to Permitted Liens) and (C) certifying that no Default or Event of Default has occurred and is outstanding at the time of delivery of such certificate or would arise immediately after completion of the Corporate Reorganization.
Permitted Corporate Reorganization means any Corporate Reorganization (i) notice of which (and reasonable details thereof) has been provided by the Parent to the Administrative Agent in writing ten Banking Days before its proposed completion date, (ii) where at the time of the delivery of the aforesaid notice by the Parent to the Administrative Agent, the Parent delivers to the Administrative Agent a certificate (A) certifying that the completion of the Corporate Reorganization will not have a Material Adverse Effect and (B) in which the Parent shall covenant to deliver or cause to be delivered to the Administrative Agent, contemporaneously with the completion of such Corporate Reorganization, any Guarantees and Security Documents and/or amendments thereto, Postponement and Subordination Undertaking, certificates, opinions and other things as the Administrative Agent may request to ensure the completion of such Capital Reorganization shall not adversely affect any rights of any Finance Party under any Guarantee, Security Document or Postponement and Subordination Undertaking and (iii) where no Default or Event of Default has occurred and is outstanding at the time of the completion of the Corporate Reorganization or would arise immediately thereafter.
Permitted Corporate Reorganization means any Corporate Reorganization solely among the Borrower and its Subsidiaries:
Permitted Corporate Reorganization means any Corporate Reorganization solely among Equinox and its Subsidiaries provided that the Borrowers shall deliver or cause to be delivered to the Administrative Agent contemporaneously with the completion of such Corporate Reorganization: (i) any Guarantees, Security Documents and/or amendments to any of the foregoing, certificates, opinions and other things as the Administrative Agent may request to ensure the completion of such Corporate Reorganization shall not adversely affect any rights of any Finance Party under any Finance Document and (ii) a certificate certifying that no Default or Event of Default has occurred and is outstanding at the time of the completion of the Corporate Reorganization or would arise immediately thereafter.
Permitted Corporate Reorganization means a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of any member state of the European Union, the United Kingdom, Switzerland or the United States or any political subdivision or state thereof or the District of Columbia,reorganization of the corporate structure of the Company and its Subsidiaries to the extent (i) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (ii) such reorganization does not have a material adverse effect on the credit support for the Transactions and on the credit profile of the Company and the Guarantors taken as a whole.
Permitted Corporate Reorganization means a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of any member state of the European Union, the United Kingdom, Switzerland or the United States or any political subdivision or state thereof or the District of Columbia, to the extent (i) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (ii) such reorganization does not have a material adverse effect on the credit support for the Transactions and on the credit profile of the Company and the Guarantors taken as a whole.