Permitted Reorganization Transaction means any transaction or series of transactions, including mergers, asset transfers, liquidations, dissolutions and transfers of Equity Interests, in each case effected between or among the Guarantors, the Subsidiaries and/or Affiliates of any of the foregoing (or newly formed entities that will, upon consummation of any such transaction, be Guarantors or Subsidiaries) for purposes of accomplishing internal reorganizations; provided that all the combined consolidated assets of the Guarantors immediately prior to such transactions (including without limitation all Equity Interests in Core Business Entities owned by the Guarantors or any Subsidiaries and all assets of any Core Business conducted directly by a Guarantor or a Subsidiary) shall continue to be owned by the Guarantors or Subsidiaries (including any Person that becomes a Guarantor hereunder pursuant to Section 2.20), without any reduction in the aggregate economic interests of the Guarantors and the Subsidiaries, immediately prior to such transactions, in Core Businesses conducted by the Guarantors, the Subsidiaries and Core Business Entities in which they own Equity Interests, except in any case as a result of any related sale or transfer of Equity Interests in Core Business Entities or Subsidiaries to employees in connection with compensation or incentive compensation arrangements.
Permitted Reorganization Transaction means a merger of the Corporation with and into Tyco Capital Holding Inc., the immediate parent corporation of the Corporation, or a merger of Tyco Capital Holding Inc. with and into the Corporation, PROVIDED, that such merger complies with Section 15.01 and the surviving corporation of such merger has a Consolidated Tangible Net Worth immediately after the merger that is not less than the Consolidated Tangible Net Worth of the Corporation immediately prior to the merger.
Permitted Reorganization Transaction means (a) the dissolution, liquidation, or winding-up of any Domestic Subsidiary (other than the Borrower) or the Canadian Guarantor so long as (i) the assets (if any) of such Domestic Subsidiary or the Canadian Guarantor are transferred to a Domestic Loan Party, (ii) no Event of Default shall have occurred and be continuing either immediately before or after giving effect to such transaction, (iii) the Agents' and Lenders' Lien in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such dissolution or winding-up, and (vi) such Domestic Loan Party shall have executed and delivered or authorized, as applicable, any and all security agreements, financing statements, fixture filings, and other documentation reasonably requested by any Agent in order to include the transferred assets within the Collateral, or (b) the dissolution, liquidation, or winding-up of any Foreign Subsidiary (other than the Canadian Guarantor) so long as (i) the assets of such Foreign Subsidiary are transferred to a Foreign Guarantor (other than the Canadian Guarantor) or its parent (other than with respect to any Foreign Subsidiary that is a Subsidiary of the Parent), (ii) no Event of Default shall have occurred and be continuing either immediately before or after giving effect to such transaction, (iii) the Agents' and Lenders' Liens in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such dissolution or winding-up, and (iv) the applicable Foreign Guarantor shall have executed and delivered or authorized, as applicable, any and all security agreements, financing statements, fixture filings, and other documentation reasonably requested by any Agent in order to include the transferred assets within the Collateral.
Examples of Permitted Reorganization Transaction in a sentence
The Borrower may at any time and from time to time, including for purposes of complying with Section 6.07 or effecting a Permitted Reorganization Transaction, designate any Eligible Additional Guarantor as an additional Guarantor hereunder, in each case by delivery to the Administrative Agent of a Guarantor Joinder Agreement executed by such Eligible Additional Guarantor and satisfaction of the conditions with respect to such Eligible Additional Guarantor set forth in Section 4.03.
The provisions of this Article X shall not affect or limit the ability of the Guarantors or the Subsidiaries to enter into and consummate Permitted Reorganization Transactions, and a Guarantor shall be released from its obligations under this Article X if, as a result of a Permitted Reorganization Transaction, it is no longer a holding company for Equity Interests in Core Business Entities and assets of Core Businesses.
Pledgors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except in connection with a Permitted Reorganization Transaction or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any of Pledgors, except for the Xxxxxxx Liens, the Trustee Liens, and Permitted Reorganization Transactions.
Pledgors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except in connection with a Permitted Reorganization Transaction, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any of Pledgors, except for Permitted Liens and Permitted Reorganization Transactions.
Notwithstanding anything in this Agreement to the contrary, a Permitted Reorganization Transaction shall be permitted on the terms and conditions set forth in the definition thereof.
More Definitions of Permitted Reorganization Transaction
Permitted Reorganization Transaction means (a) the merger of (i) a wholly owned Subsidiary of a Borrower with and into a Borrower (so long as Borrower is the surviving entity in such merger), or (ii) a Subsidiary of a Borrower with and into another Subsidiary of Borrower provided, that no Borrower may be merged into a Person that is not a Borrower), (b) the dissolution and transfer of all assets or properties (i) by a Subsidiary of a Borrower to a Borrower, or (ii) by a Subsidiary of a Borrower that is not a Borrower to another Subsidiary of a Borrower that is not a Borrower, or (c) Borrowers or their Subsidiaries may sell or dispose of shares of capital Stock of any of their foreign Subsidiaries in order to qualify members of the governing body of the foreign Subsidiary if and only to the extent required by applicable law, provided, however, that in no event shall Borrowers or their Subsidiaries sell or dispose of shares to the extent that such sale or disposal would result in a breach of a Stock Pledge Agreement.
Permitted Reorganization Transaction shall have the meaning given thereto in the Credit Agreement.
Permitted Reorganization Transaction means any Reorganization Transaction involving a Group which (i) has been approved by the Board of Directors of the Parent, (ii) has an aggregate transaction value (including, but not limited to the value of any equity, debt, property or other assets exchanged, contributed or transformed in connection with such transaction or transactions) of not more than $7.5 million, (iii) at the conclusion of such transaction or series of transactions the Company has, directly or indirectly, the same or an increased voting control over each of the continuing Subsidiaries and/or Media Ventures and (iv) such Reorganization Transaction and each step thereof does not result in a reduction of the consolidated EBITDA of the Group attributable to the Company in connection with its equity interest of more than 10% compared to the consolidated EBITDA of the Group attributable to the Company immediately prior to the commencement of such Reorganization Transaction.
Permitted Reorganization Transaction means (a) the merger of (i) a wholly owned Subsidiary of Borrower with and into another Guarantor or into Borrower (so long as Borrower is the surviving entity in such merger), or (ii) a Subsidiary of Borrower (other than the Guarantors) with and into another Subsidiary of Borrower (other than the Guarantors), or (b) the dissolution and transfer of all assets or properties (i) by a Subsidiary of Borrower to a Guarantor or to Borrower, or (ii) by a Subsidiary of Borrower that is not a Guarantor to another Subsidiary of Borrower that is not a Guarantor.
Permitted Reorganization Transaction any reorganization and other activities related to tax planning and tax reorganization (as determined by the Borrower in good faith) so long as such reorganization and other activities do not result in a “significant modification” of the Term Loans for U.S. federal income tax purposes and do not materially impair the security interests of the Lenders and are otherwise not materially adverse to the Lenders and after giving effect to such reorganization and other activities, the Borrower and its Restricted Subsidiaries otherwise comply with Section 6.10 and Section 6.11. It is understood and agreed that the following transactions shall not be deemed to be materially adverse to the Lenders: (i) the Borrower forms a Delaware limited liability company as a direct Wholly Owned Subsidiary (“New LLC”), (ii) New LLC forms a direct Wholly Owned Subsidiary and such Wholly Owned Subsidiary merges with and into the Borrower, with the Borrower surviving as a direct Wholly Owned Subsidiary of New LLC, (iii) in connection with such merger, the public shareholders of the Borrower receive limited liability company interests of New LLC in exchange for their shares of the Borrower, and (iv) (a) New LLC becomes a Guarantor (as defined in the Guarantee and Collateral Agreement) and Grantor (as defined in the Guarantee and Collateral Agreement) (including providing a pledge of all of the outstanding Capital Stock of the Borrower) under the Guarantee and Collateral Agreement and complies with the other provisions of Section 6.10, (b) New LLC becomes subject to a customary passivity covenant, (c) New LLC is required to directly own and control at all times all outstanding Capital Stock of the Borrower and (d) New LLC otherwise becomes subject to this Agreement and the other Loan Documents in a manner customary for passive holding companies.
Permitted Reorganization Transaction means (a) any transaction pursuant to which Parent or any Subsidiary thereof (other than Borrower) is merged with or into the Borrower or any Guarantor, provided, that, with respect to any such transaction, the surviving entity is either the Borrower or such Guarantor or (b) any transaction pursuant to which Parent or any Subsidiary thereof (other than Borrower) is merged with or into any Person (other than Borrower), provided, that, with respect to any such transaction, (i) the surviving entity is a Guarantor and (ii) no Change of Control shall have occurred.
Permitted Reorganization Transaction means (a) the dissolution, liquidation, or winding-up of any Domestic Subsidiary (other than the Borrower) or the Canadian Guarantor so long as (i) the assets (if any) of such Domestic Subsidiary or the Canadian Guarantor are transferred to a Domestic Loan Party,