Permitted Restructuring definition
Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;
Permitted Restructuring any activities related to tax planning and tax reorganization entered into after the date hereof so long as such Permitted Restructuring does not materially impair the guarantee contained in Section 2 of the Guarantee and Collateral Agreement or the security interests of the Lenders on the Collateral, in each case, taken as a whole, and is otherwise not materially adverse to the Lenders (as determined by the Parent Borrower in good faith) and after giving effect to such Permitted Restructuring, the Parent Borrower and its Restricted Subsidiaries shall otherwise be in compliance with Section 6.10.
Permitted Restructuring means a transaction or series of transactions pursuant to which the Borrower or any Subsidiary sells, assigns or otherwise transfers Receivables and/or other assets between or among themselves, including transfers to or mergers or consolidations with, or voluntary dissolutions or liquidations into, newly created Wholly-Owned Subsidiaries of the Borrower or the Subsidiaries, subject to compliance with Sections 6.25 and 6.26; provided that (i) no Receivables or other assets of Excluded Subsidiaries shall be commingled with the assets of a Credit Party as a result of such Permitted Restructuring, (ii) no such transfers shall take place from a Credit Party to an Excluded Subsidiary or to a Subsidiary that is not a Credit Party and (iii) such transactions are effected for tax planning and related general corporate purposes.
Examples of Permitted Restructuring in a sentence
Nothing in this Article VII shall prohibit the Borrower and its Subsidiaries from consummating the Permitted Restructuring Transactions.
Maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, and casualty excepted and Permitted Dispositions and Permitted Restructuring Transactions excepted, and comply with the material provisions of all material leases to which it is a party as lessee, so as to prevent the loss or forfeiture thereof, unless such provisions are the subject of a Permitted Protest.
Notwithstanding the foregoing, the Company and/or any Restricted Subsidiary may effect transactions not otherwise permitted under this Section 8.04 as part of a Permitted Restructuring.
Each of the Inactive Subsidiaries is inactive and does not conduct any business operations and has no material assets, except as may be related to a Permitted Restructuring Transaction of such Inactive Subsidiary.
Schedule 4.2 correctly sets forth (a) the ownership interest and voting percentage of each owner of the Capital Stock of Holdings and each Credit Party as of the Closing Date both before and after giving effect to the Transactions and (b) the capital structure of Holdings and its Subsidiaries after giving effect to the Permitted Restructuring.
More Definitions of Permitted Restructuring
Permitted Restructuring means the completion of (i) an offer made by or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) shareholders of the Parent to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Parent other than that which is already held by or on behalf of such Eligible Company or (ii) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Parent other than that which is already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Parent not held by the New Owner is cancelled;
Permitted Restructuring means a transaction or series of transactions pursuant to which the Borrower or any Restricted Subsidiary sells, assigns or otherwise transfers Receivables and/or other assets between or among themselves, including transfers to or mergers or consolidations with, or voluntary dissolutions or liquidations into, newly created Wholly-Owned Subsidiaries of the Borrower or the Restricted Subsidiaries, subject to compliance with Section 5.10 and Section 5.11; provided that (i) no Receivables or other assets of Excluded Subsidiaries shall be commingled with the assets of a Loan Party as a result of such Permitted Restructuring, (ii) no such transfers shall take place from a Loan Party to an Excluded Subsidiary or to any other Subsidiary that is not a Loan Party and (iii) such transactions are effected for tax planning and related general corporate purposes.
Permitted Restructuring means any activities related to tax planning and tax reorganization entered into after the Issue Date so long as such Permitted Restructuring does not materially impair the Note Guarantees of the Guarantors, taken as a whole, and is otherwise not materially adverse to the holders of the notes (as determined by the Company in good faith).
Permitted Restructuring means any transaction or series of related transactions pursuant to which the ownership of the shares of Capital Stock of MarketAxess Europe, MarketAxess Canada and/or MarketAxess Brazil is transferred to MarketAxess Limited.
Permitted Restructuring means the restructuring transactions of Holdings and its Subsidiaries set forth on Schedule 1.1A.
Permitted Restructuring means any merger, consolidation, reorganization, Disposition, transfer and/or Investment or series of related mergers, consolidations, reorganizations, Disposition, transfers and/or Investments (including the creation of new Subsidiaries for the facilitation of the foregoing) between or among the Company and/or any of its direct or indirect Subsidiaries to facilitate internal holding, financing and/or tax planning so long as (i) such transactions are consummated in their entirety within sixty (60) days after their initial consummation, (ii) after giving effect thereto, taken as a whole, the security interests of the holders of Secured Obligations (as defined in the Security Agreement) in the Collateral are not impaired in any material respect and (iii) at initial consummation of such Permitted Restructuring, no Default or Event of Default has occurred and is continuing or would result therefrom; provided that no Permitted Restructuring shall result in (x) any Borrower being organized in a different jurisdiction than prior to giving effect to a Permitted Restructuring or (y) any Collateral (other than the Capital Stock of a Foreign Subsidiary (other than a Designated Borrower)) being transferred from the Company or any Guarantor to a Subsidiary that is not a Guarantor. During the course of a Permitted Restructuring, the Company and its Subsidiaries may consummate interim Investments and Dispositions which would not otherwise be permitted under this definition so long as the ultimate outcome of such transactions results in a Permitted Restructuring that satisfies the requirements of this definition.
Permitted Restructuring means the internal reorganization and restructuring transactions (together with related transactions) to facilitate the Performance Chemicals Sale in a tax efficient manner, as a result of which, among other things, (a) all catalyst and non-performance chemicals businesses of PQ to be transferred to, and owned by, Ecovyst, (b) the catalyst and non-performance chemicals businesses, on the one hand, and performance chemicals business, on the other hand, held be subsidiaries of PQ to be separated, (b) immediately prior to the Performance Chemicals Sale, (c) PQ shall convert to a limited liability company and distribute Ecovyst to Holdings, (d) PQ’s assets that will not be sold in the Performance Chemicals Sale shall be transferred to Ecovyst in accordance with the summary restructuring steps plan delivered to the Administrative Agent prior to the Closing Date and as more fully set forth in the Performance Chemicals Agreement, with such changes that are reasonably acceptable to the Administrative Agent.