Permitted Holdco Transaction definition

Permitted Holdco Transaction means a transaction or series of related transactions that cause 100% of the Equity Interests in Borrower to be held by a newly-formed entity (“Holdings”); provided that (a) Holdings shall be organized under the laws of any political subdivision of the United States and shall have complied with Section 5.11 and (b) but for such Permitted Holdco Transaction, no Change in Control shall have occurred under clauses (a)(y) of the definition thereof (based on the ownership of the Borrower prior to such transaction as compared to the ownership of Holdings after giving effect to such Transaction), clause (b) of the definition thereof (based on the Holdings being the Public Company) or clause (c) of the definition thereof.
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Permitted Holdco Transaction shall have the meaning specified in Section 11.05.
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Permitted Holdco Transaction means a transaction or series of related transactions that cause 100% of the Equity Interests in Borrower to be held by a newly-formed entity (“Holdings”); provided that (a) Holdings shall be organized under the laws of any political subdivision of the United States and shall have complied with Section 5.11 and (b) but for such Permitted Holdco Transaction, no Change in Control shall have occurred (based on the ownership of the Borrower prior to such transaction as compared to the ownership of Holdings and Borrower after giving effect to such Transaction).
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Examples of Permitted Holdco Transaction in a sentence

  • It is a condition precedent to the consummation of any Permitted Holdco Transaction (this, and each other capitalized term used but not defined in these recitals being defined as set forth in Section 1), that Holdings shall have executed and delivered to the Administrative Agent this Agreement.

  • Without limiting the foregoing, Holdings agrees that on and from the consummation of the Permitted Holdco Transaction, it shall also be bound by the provisions the Credit Agreement to the extent applicable, and specifically agrees that on and from the consummation of the Permitted Holdco Transaction it shall comply with the terms of Section 1.05, Section 5.01 and Section 5.11 of the Credit Agreement.

  • Without limiting the foregoing, Holdings agrees that on and from the consummation of the Permitted Holdco Transaction, it shall also be bound by the provisions the Term Loan Agreement to the extent applicable, and specifically agrees that on and from the consummation of the Permitted Holdco Transaction it shall comply with the terms of Section 1.05, Section 5.01 and Section 5.11 of the Term Loan Agreement.

  • XXXX Title: VP ARTICLE 1 DEFINITIONS 6 Section1.01 Defined Terms 6 Section 1.02 Classification of Loans and Borrowings 36 Section 1.03 Terms Generally 37 Section 1.04 Accounting Terms; GAAP 37 Section 1.05 Permitted Holdco Transaction 37 Section 1.06 Exchange Rates; Currency Equivalents.

  • Section 1.01 Defined Terms 1 Section 1.02 Classification of Loans and Borrowings 44 Section 1.03 Terms Generally 44 Section 1.04 Accounting Terms; GAAP 44 Section 1.05 Permitted Holdco Transaction 45 Section 1.06 Exchange Rates; Currency Equivalents.

  • Effective immediately upon and at all times following the date of effectiveness of any Permitted Holdco Transaction, except as expressly set forth herein to the contrary, the parties hereto shall hereby agree that all references to “Borrower” herein and in the other Credit Documents shall be deemed to refer to “Holdco”.


More Definitions of Permitted Holdco Transaction

Permitted Holdco Transaction means a transaction or series of related transactions that cause 100% of the Equity Interests in the Predecessor Borrower to be held by a newly-formed entity organized under the laws of a State of the United States (a “Holdco”); provided that (a)(i) if such Permitted Holdco Transaction is not consummated in connection with a Permitted Acquisition, the owners of 100% of the Equity Interests in Holdco immediately after giving effect to such transaction (and the amount of such Equity Interests owned by each such person) are identical to the owners of 100% of the Equity Interests in the Predecessor Borrower immediately prior to giving effect to such transaction (and the amount of such Equity Interests owned by each such person) or (ii) if such Permitted Holdco Transaction is consummated in connection with a Permitted Acquisition, the owners of 100% of the Equity Interests in Holdco immediately after giving effect to such transaction shall consist solely of the owners of Equity Interests in the Predecessor Borrower, the owners of Equity Interests in the person or persons, or of any business or division of any person or persons, acquired in such Permitted Acquisition, and any additional holders of Equity Interests of Holdco who acquired such Equity Interests in a related offering of Equity Interests of
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Permitted Holdco Transaction means a transaction or series of related transactions that cause 100% of the Equity Interests in the Predecessor Borrower to be held by a newly-formed entity organized under the laws of a State of the United States (a “Holdco”); provided that (a)(i) if such Permitted Holdco Transaction is not consummated in connection with a Permitted Acquisition, the owners of 100% of the Equity Interests in Holdco immediately after giving effect to such transaction (and the amount of such Equity Interests owned by each such person) are identical to the owners of 100% of the Equity Interests in the Predecessor Borrower immediately prior to giving effect to such transaction (and the amount of such Equity Interests owned by each such person) or (ii) if such Permitted Holdco Transaction is consummated in connection with a Permitted Acquisition, the owners of 100% of the Equity Interests in Holdco immediately after giving effect to such transaction shall consist solely of the owners of Equity Interests in the Predecessor Borrower, the owners of Equity Interests in the person or persons, or of any business or division of any person or persons, acquired in such Permitted Acquisition, and any additional holders of Equity Interests of Holdco who acquired such Equity Interests in a related offering of Equity Interests of Holdco, the proceeds of which were used to finance a portion of such Permitted Acquisition, in each case of this clause (ii) immediately prior to giving effect to such transaction, and upon consummation of any transaction described in this clause (ii), (b) no Change of Control shall have occurred (based on the ownership of the Predecessor Borrower prior to such Permitted Holdco Transaction as compared to the ownership of Holdco after giving effect to such Permitted Holdco Transaction), (c) Holdco shall have entered into, and shall cause the other Credit Parties to enter into, the Holdco Accession Documents, (d) immediately before and after giving effect to such Permitted Holdco Transaction, no Default shall have occurred and be continuing, (e) Holdco shall have the same fiscal year and fiscal quarters as the Predecessor Borrower and (f) the Co-Collateral Agents receive copies of all material documents proposed to be executed in connection with the Permitted Holdco Transaction at least ten (10) Business Days (or such shorter period as is reasonably acceptable to the Co-Collateral Agents) prior to the proposed date of the transaction and such transaction or series o...
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Related to Permitted Holdco Transaction

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Permitted Holders means any or all of the following:

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Excluded Transactions means:

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Company Transaction means the consummation of