Permitted Intercompany Merger definition

Permitted Intercompany Merger means (a) a merger or consolidation solely of one or more Subsidiaries (provided that if one of such Subsidiaries is a Loan Party, the result of such merger or consolidation is that the surviving entity is a Loan Party), (b) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any Subsidiary, (ii) all or substantially all of the assets of any Subsidiary or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Subsidiary, in each case by any Loan Party or (c) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any Subsidiary that is not a Loan Party, (ii) all or substantially all of the assets of any Subsidiary that is not a Loan Party or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Subsidiary that is not a Loan Party, in each case by any Subsidiary that is not a Loan Party; provided that after giving effect thereto the Borrower complies with Section 6.14 (New Subsidiaries and Pledgors) and the Investment, if any, in such Subsidiary is permitted under Section 7.02(d) (Investments).
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Permitted Intercompany Merger means (a) a merger or consolidation solely of one or more JD Entities (provided that if one of such JD Entities is a Material Loan Party, the result of such merger or consolidation is that the surviving entity is a Material Loan Party), (b) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any JD Entity, (ii) all or substantially all of the assets of any JD Entity or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any JD Entity, in each case by any Material Loan Party or (c) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any JD Entity that is not a Material Loan Party, (ii) all or substantially all of the assets of any JD Entity that is not a Material Loan Party or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any JD Entity that is not a Material Loan Party, in each case by any JD Entity that is not a Material Loan Party; provided that after giving effect thereto the Borrowers are in compliance with Section 7.11 (Additional Collateral and Guaranties). Table of Contents
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Permitted Intercompany Merger means (a) a merger, amalgamation, consolidation, liquidation or dissolution solely of one or more Agilon Entities (provided that (i) in the case of a merger, amalgamation or consolidation involving Borrower, Borrower shall be the surviving entity, (ii) in the case of a merger, amalgamation or consolidation involving a Loan Party, the result of such merger, amalgamation or consolidation is that the surviving entity is or becomes a Loan Party on or prior to the date of such merger, amalgamation or consolidation, (iii) in the case of a merger, amalgamation or consolidation of Holdings in which Holdings is not the surviving entity, the Loan Party surviving such merger, amalgamation or consolidation pursuant to clause (ii) above undertakes all of the obligations of Holdings under the Loan Documents on or prior to the date of such merger, amalgamation or consolidation and shall be treated as “Holdings” for all purposes under this Agreement, (iv) in the case of a liquidation or dissolution of a Loan Party, all assets of such Agilon Entity that is liquidated or dissolved are transferred (subject to payment or provision for payment of outstanding liabilities and to pro rata transfers to other equity holders) to one or more Agilon Entities that are or become Loan Parties on or prior to the date of such transfer, (v) in the case of a liquidation or dissolution of a Non-Loan Party, all assets of such Agilon Entity that is liquidated or dissolved are transferred (subject to payment or provision for payment of outstanding liabilities and to pro rata transfers to other equity holders) to one or more Agilon Entities, and (vi) neither Holdings nor Borrower is permitted to be liquidated or dissolved), (b) the transfer of (i) all or substantially all of the Stock or Stock Equivalents of any Loan Party (other than Borrower or Holdings) that is held by an Agilon Entity, (ii) all or substantially all of the assets of any Loan Party (other than Borrower or Holdings) or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit of operation of any Loan Party (other than Borrower or Holdings), in each case to any Agilon Entity that is or becomes a Loan Party on or prior to the date of such transfer or (c) the transfer of (i) all or substantially all of the Stock or Stock Equivalents of any Non-Loan Party that is held by an Agilon Entity, (ii) all or substantially all of the assets of any Non-Loan Party or (iii) all or substantially a...
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Examples of Permitted Intercompany Merger in a sentence

  • Except in connection with a Permitted Acquisition or a Permitted Intercompany Merger, (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (iv) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person.


More Definitions of Permitted Intercompany Merger

Permitted Intercompany Merger means (a) a merger or consolidation solely among the Group Members (provided, that if one of such Group Members is a Loan Party, the surviving entity shall be a Loan Party and provided, further, that if one of such Group Members is the Parent, Holdco I, Holdco II or the Borrower, the result of such merger or consolidation is that the surviving entity is the Parent, Holdco I, Holdco II or the Borrower, as applicable), (b) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any Group Member (other than the Borrower or any Holdco) or (ii) all or substantially all of the assets of any Group Member (other than the Borrower or any Holdco), in each case by any Loan Party or (c) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any Non-Loan Party or (ii) all or substantially all of the assets of any Non-Loan Party, in each case by any Non-Loan Party; provided that (x) such transaction does not adversely affect any of the rights of the Lenders hereunder, (y) after giving effect thereto the Group Members are in compliance with Section 7.11 (Additional Collateral and Guaranties) and (z) the Investment, if any, in such Group Member is permitted under Section 8.3 (Investments). Credit Agreement FA Sub 3 Limited
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Permitted Intercompany Merger means (a) a merger or consolidation solely of one or more Subsidiaries of Parent (provided that if one of such Subsidiaries is a Credit Party, the result of such merger or consolidation is that the surviving entity is a Credit Party and, in any merger with Borrower, Borrower shall be the surviving entity), (b) the acquisition of (i) all or substantially all of the stock or stock equivalents of any Subsidiary of Parent (other than Borrower), (ii) all or substantially all of the assets of any Subsidiary of Parent (other than Borrower) or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Subsidiary of Parent (other than Borrower), in each case by any Credit Party, or (c) the acquisition of (i) all or substantially all of the stock or stock equivalents of any Subsidiary of Parent that is not a Credit Party, or (ii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Subsidiary of Parent that is not a Credit Party, in each case by any Subsidiary of Parent that is not a Credit Party.
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Permitted Intercompany Merger shall have the meaning given thereto in the Credit Agreement.
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Permitted Intercompany Merger means (a) a merger or consolidation solely of one or more Diversey Entities (provided that if one of such Diversey Entities is a Loan Party, the result of such merger or consolidation is that the surviving entity is a Loan Party), (b) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any Diversey Entity, (ii) all or substantially all of the assets of any Diversey Entity or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Diversey Entity, in each case by any Loan Party or (c) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any Diversey Entity that is not a Loan Party, (ii) all or substantially all of the assets of any Diversey Entity that is not a Loan Party or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Diversey Entity that is not a Loan Party, in each case by any Diversey Entity that is not a Loan Party; provided that after giving effect thereto (A) the Borrowers are in compliance with Sections 7.11 and 7.12 to the extent applicable and (B) the Collateral Coverage Condition is satisfied (with any merger or consolidation treated as an acquisition by the surviving Diversey Entity).
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Related to Permitted Intercompany Merger

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party, (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance, the parties thereto are party to the Intercompany Subordination Agreement, and (d) a Loan Party to or in a Subsidiary that is not a Loan Party so long as (i) the aggregate amount of all such Investments made by the Loan Parties to or in Subsidiaries that are not Loan Parties does not exceed $1,000,000 at any time outstanding, (ii) no Default or Event of Default has occurred and is continuing either before or after giving effect to such Investment, and (iii) the Borrowers have Excess Availability plus Qualified Cash of not less than $10,000,000 after giving effect to such Investment.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Permitted Intercompany Advances means loans made by (a) a Loan Party to another Loan Party, (b) a Subsidiary of a Borrower that is not a Loan Party to another Subsidiary of a Borrower that is not a Loan Party and (c) a Subsidiary of a Borrower that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement.

  • Permitted Intercompany Activities means any transactions between or among the Borrower and its Restricted Subsidiaries that are entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries and, in the good faith judgment of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Permitted Debt Exchange shall have the meaning provided in Section 2.15(a).

  • Intercompany Note any promissory note evidencing loans made by any Grantor to Holdings or any of its Subsidiaries.

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Intercompany Notes means, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Intercompany Loan shall have the meaning provided in Section 8.05(g).

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party and (b) the initial borrowing of Loans hereunder and the use of the proceeds thereof.

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

  • Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.