Permitted Internal Reorganization definition

Permitted Internal Reorganization means a corporate reorganization that has been approved in writing by Agent (such approval not to be unreasonably withheld, conditioned or delayed), following the Original Closing Date; provided, that in no event shall such corporate reorganization result in any reduction in the Collateral (or the value thereof) pledged to Agent hereunder or under the Security Documents or the perfection of Agent’s security interests therein, other than, in each case, the pledge of equity interests of certain Excluded Subsidiaries; provided, further, that the TMG Reorganization (as defined in the Third Amendment to the Original Credit Agreement) is a Permitted Internal Reorganization.
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Permitted Internal Reorganization means a corporate reorganization that has been approved in writing by Agent (such approval not to be unreasonably withheld, conditioned or delayed), following the Closing Date; provided, that in no event shall such corporate reorganization result in any reduction in the Collateral (or the value thereof) pledged to Agent hereunder or under the Security Documents or the perfection of Agent’s security interests therein, other than, in each case, the pledge of equity interests of certain Excluded Subsidiaries.
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Permitted Internal Reorganization. An internal reorganization of Seniormost Parent whereby either (i) a wholly-owned subsidiary of Seniormost Parent or (ii) a newly formed Entity formed solely for the purpose of engaging in such internal reorganization that has engaged in no other business activities and has no other liabilities becomes the new Seniormost Parent and no material liabilities are incurred (other than liabilities that the old Seniormost Parent would not otherwise have been prohibited from incurring hereunder) and no equity interests are issued or sold to third parties in connection with such transaction.
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Related to Permitted Internal Reorganization

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Internal Distribution has the meaning set forth in the recitals.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

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

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

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

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

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • External Debt means obligations (other than the Notes) of, or guaranteed by, the Republic for borrowed money or evidenced by bonds, notes or other similar instruments denominated or payable, or those which at the option of the holder thereof are so denominated or payable, in a currency other than the local currency of the Republic.

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

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

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

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Public External Indebtedness means any External Indebtedness which is in the form of, or represented by, notes, bonds or other securities which are for the time being quoted, listed or ordinarily dealt in on any stock exchange.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Significant Transaction means a transaction which meets any one of the tests below:

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.