Permitted Reorganizations definition
Permitted Reorganizations means Permitted Corporate Reorganizations and Permitted Capital Reorganizations.
Permitted Reorganizations means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, (i) neither the value of the security interest of the collateral agent and the Lenders in the Collateral (including as to the perfection and priority thereof), nor the value of the Guarantees, taken as a whole, is materially impaired, (ii) such reorganization or activities would not result in a taxable event for the Lenders and (iii) no Default or Event of Default has occurred and is continuing or would result immediately therefrom.
Permitted Reorganizations means transactions, re-organizations and other activities related to tax planning or in connection with tax receivable agreements and re-organization, so long as the security interest of the Administrative Agent, on behalf of the Lenders, in the Collateral, taken as a whole, is not materially impaired; and transactions, re-organizations and other activities relating to, in connection with, or as a result of, an “Up-C” IPO substantially consistent with the terms set forth in the Up-C Term Sheet in all material respects.
Examples of Permitted Reorganizations in a sentence
Except for Permitted Reorganizations, the Borrower shall not, and shall not permit or suffer any other Obligor, to, change its legal existence (including by way of amalgamation, merger, winding up, continuance or plan of arrangement) or change its issued and outstanding Shares.
No Loan Party shall, nor shall the Borrower permit any Restricted Subsidiary to, (i) wind up, liquidate or dissolve its affairs, or merge or consolidate with or into any other Person, other than Permitted Reorganizations; or (ii) engage in any Asset Disposition, other than a Permitted Disposal.
Except for Permitted Reorganizations, the Borrowers shall not, and shall not permit or suffer any other Subject Entity to, take part in any Corporate Reorganization or Capital Reorganization.
Except for Permitted Reorganizations, the Borrower shall not, and shall not permit or suffer any other Company to, take part in any amalgamation, merger, dissolution, winding up, corporate reorganization, capital reorganization or similar proceeding or arrangement or discontinue any businesses.
Except for Permitted Reorganizations, the Parent shall not, and shall not permit or suffer any other Tier I Material Company to, take part in any Corporate Reorganization or Capital Reorganization.
More Definitions of Permitted Reorganizations
Permitted Reorganizations means reorganizations and other activities related to tax planning and other reorganizations, whether or not consummated, in each case, to the extent the Administrative Agent’s security interests in the Collateral are not materially impaired (as reasonably determined in good faith by the Borrower); provided that no Permitted Reorganization may result in the re-domiciliation of the Borrower.
Permitted Reorganizations means, with respect to the Borrower and its Subsidiaries any reorganization or other activities related to tax planning and reorganization; provided such reorganization or other activities will not be materially adverse to the Lenders as reasonably determined by the Borrower in good faith. For the avoidance of doubt, the restructuring contemplated in connection with the sale of ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics (Pty) Ltd. (or its assets thereof) disclosed to the Lenders prior to November 2, 2020 (or any type of restructuring similar thereto) is deemed to be a “Permitted Reorganization”.
Permitted Reorganizations means a corporate reorganization transaction or series of transactions approved by the Administrative Agent and, if ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC, its Affiliates and its related persons represent the Required Lenders, ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC in their reasonable discretion pursuant to which certain business operations of BTI Telecom Corp. and its subsidiaries are combined with certain business operations of the Borrower, DeltaCom, Inc. and DeltaCom Information Systems, Inc. (whether accomplished by merger, share exchange, stock transfer, asset transfer or otherwise) for purposes of avoiding overlapping of certain interconnection agreements, certain duplicative fees and expenses, and otherwise streamlining the business and operations of Holdings and its Subsidiaries; provided, that, in addition to other reasonable conditions the Administrative Agent may require, (a) in the case of any merger or consolidation involving the Borrower, the Borrower shall be the surviving person, (b) the person formed by or surviving such merger or consolidation (if not Holdings) shall be a direct or indirect wholly owned Subsidiary of Holdings and if a Subsidiary Guarantor is a party thereto, the person formed by or surviving such merger or consolidation (if not Holdings or the Borrower) shall be a direct or indirect wholly owned Subsidiary Guarantor, (c) immediately after giving effect to such reorganization, on a pro forma basis, Holdings and its Subsidiaries, taken as a whole, shall have a net worth equal to or greater than the consolidated net worth of Holdings and its Subsidiaries, taken as a whole, immediately prior to such reorganization, and (d) such reorganization does not result in the Borrower or any of the Subsidiaries no longer being wholly owned, directly or indirectly, by Holdings.
Permitted Reorganizations means any consolidation, merger or reorganization of the Institution or a transfer of all or substantially all Property of the Institution permitted by Section 5.18(b) of the Loan Agreement.
Permitted Reorganizations means Permitted Corporate Reorganizations and Permitted Capital Reorganizations. "Permitted Risk Management Agreement" means (a) a Secured Risk Management Agreement or (b) an unsecured Risk Management Agreement entered into by an Obligor with any Person, in each case (i) that has not been entered into for speculative purposes nor on a margined basis, (ii) that would not result, at the time of the transaction effected pursuant thereto, in more than 50% of the most recent Mine Plan's consolidated projected gold production being hedged during the term of the relevant Risk Management Agreement (such 50% excluding, however, the hedging of quotational period pricing choices by customers of the Obligors), (iii) which does not constitute a Restricted Forward Sale Transaction and (iv) which requires settlement at the original maturity date thereof.
Permitted Reorganizations means Permitted Corporate Reorganizations and Permitted Capital Reorganizations. “Permitted Risk Management Agreement” means:
Permitted Reorganizations means a corporate reorganization transaction or series of transactions approved by the Administrative Agent in its reasonable discretion pursuant to which certain business operations of BTI Telecom Corp. and its subsidiaries are combined with certain business operations of the Borrower, DeltaCom, Inc. and DeltaCom Information Systems, Inc. (whether accomplished by merger, share exchange, stock transfer, asset transfer or otherwise) for purposes of avoiding overlapping of certain interconnection agreements, certain duplicative fees and expenses, and otherwise streamlining the business and operations of Holdings and its Subsidiaries; provided, that, in addition to other reasonable conditions the Administrative Agent may require, (a) in the case of any merger or consolidation involving the Borrower, the Borrower shall be the surviving person, (b) the person formed by or surviving such merger or consolidation (if not Holdings) shall be a direct or indirect wholly owned Subsidiary of Holdings and if a Subsidiary Guarantor is a party thereto, the person formed by or surviving such merger or consolidation (if not Holdings or the Borrower) shall be a direct or indirect wholly owned Subsidiary Guarantor, (c) immediately after giving effect to such reorganization, on a pro forma basis, Holdings and its Subsidiaries, taken as a whole, shall have a net worth equal to or greater than the consolidated net worth of Holdings and its Subsidiaries, taken as a whole, immediately prior to such reorganization, and (d) such reorganization does not result in the Borrower or any of the Subsidiaries no longer being wholly owned, directly or indirectly, by Holdings.