Permitted Parent Reorganization definition

Permitted Parent Reorganization means the entry by the Company into any reorganization pursuant to Section 251(g) of the General Corporation Law of the State of Delaware pursuant to which a new holding company structure is implemented above the Company; provided that (w) upon such reorganization the new holding company (the “New Parent”) shall be organized under the laws of the United States, any state thereof, or the District of Columbia, (x) the New Parent shall own all of the Equity Interests (other than directors’ qualifying shares, nominee shares or other similar securities) of the Company, (y) the direct or indirect holders of the voting stock of the New Parent immediately following such reorganization transaction are substantially the same as the holders of the voting stock of the Company immediately prior to such reorganization transaction and (z) the Company shall provide documentation and other evidence with respect to the New Parent as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act, under similar regulations and, if such New Parent qualifies as a “legal entity customer,” under the Beneficial Ownership Regulation.
Sample 1Sample 2Sample 3
Permitted Parent Reorganization means the entry by the Borrower into any reorganization pursuant to Section 251(g) of the General Corporation Law of the State of Delaware pursuant to which a new holding company structure is implemented above the Borrower; provided that upon such reorganization any new holding company (such holding company, the “Parent”) and each Parent’s Domestic Subsidiary (other than the Borrower, any Immaterial Subsidiary, any Excluded Subsidiary and any Receivables Subsidiary) shall become a Guarantor pursuant to Section 5.13 of this Agreement.
Sample 1Sample 2Sample 3
Permitted Parent Reorganization has the meaning set forth in Section 5.5(c).
Sample 1Sample 2

Examples of Permitted Parent Reorganization in a sentence

  • The Project has established the RWSS decentralization program across the sector in Uttarakhand, moving from the traditional ‘supply driven’ mode by the sector institutions to decentralized service delivery responsibilities, empowering the PRIs in planning, implementing and maintaining the RWSS schemes.


More Definitions of Permitted Parent Reorganization

Permitted Parent Reorganization means a Permitted Reorganization of the type described in clauses (i), (iii) or (iv) of the definition of Permitted Reorganization.
Sample 1
Permitted Parent Reorganization means the entry by Spirit into any reorganization pursuant to Section 251(g) of the General Corporation Law of the State of Delaware pursuant to which a new holding company structure is implemented above Spirit.
Sample 1

Related to Permitted Parent Reorganization

  • 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.

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

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, or as to which such approval has been withdrawn.

  • 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.

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.