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, reorganizations and other activities relating to, in connection with or as a result of IPO Reorganization Transactions.
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.
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 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 Parent shall not, and shall not permit or suffer any other Subject Entity (excluding, however, Rockcliff), 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.
Other than pursuant to the Acceptable Reorganization Plan or in connection with Permitted Reorganizations, form or acquire any additional Subsidiary after the Closing Date without the prior written consent of the Administrative Agent.
More Definitions of Permitted Reorganizations
Permitted Reorganizations means, with respect to Parent 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 Xxxxx Xxxxxx 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 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.
Permitted Reorganizations means Permitted Corporate Reorganizations and Permitted Capital Reorganizations. “Permitted Risk Management Agreement” means:
Permitted Reorganizations means internal reorganizations, exchanges or other transfers of telecommunications or other assets, and other activities and transactions related to the planning, facilitating and/or consummating any of the transactions contemplated or required by any of the RSA, the PNW Purchase Agreement and/or an Acceptable Reorganization Plan; provided, that, in the reasonable business judgment of the Borrower, after giving effect to any such reorganizations and activities, except for any disposition of assets pursuant to the PNW Purchase Agreement, there is no material adverse impact on the value of the (A) Collateral granted (or the security interests granted thereon) to the Collateral Agent for the benefit of the Lenders or (B) Guarantees in favor of the Lenders, in the case of each of clauses (A) and (B), taken as a whole; provided further that any transactions between or among the Borrower and its Restricted Subsidiaries pursuant to the Acceptable Reorganization Plan shall be deemed to be a “Permitted Reorganization.
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 Interstate Fibernet, Inc., 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 the Borrower and its Subsidiaries; provided, that, in addition to other reasonable conditions the Administrative Agent may require, (a) the person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower and if a Guarantor is a party thereto, the person formed by or surviving such merger or consolidation shall be a direct or indirect wholly owned Subsidiary Guarantor, (b) immediately after giving effect to such reorganization, on a pro forma basis, the Borrower and its Subsidiaries, taken as a whole, shall have a net worth equal to or greater than the consolidated net worth of the Borrower and its Subsidiaries, taken as a whole, immediately prior to such reorganization, and (c) such reorganization does not result in any of the Subsidiaries no longer being wholly owned, directly or indirectly, by the Borrower.
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 a corporate reorganization transaction or series of transactions approved by the Administrative Agent and, if Xxxxxxxxxx Capital Partners, LLC, its Affiliates and its related persons represent the Required Lenders, Xxxxxxxxxx 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.