Permitted Restructuring Transaction definition

Permitted Restructuring Transaction means the mergers, distributions and other transactions described in Section IV.F.1

Permitted Restructuring Transaction means transactions to facilitate intercompany legal entity and tax restructurings, including the transactions described in that certain disclosure letter delivered on the date hereof.

Permitted Restructuring Transaction means the transactions described on Schedule (P-2).

Examples of Permitted Restructuring Transaction in a sentence

• 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.

• Except as otherwise permitted under Section 6.3 or Section 6.4 or in connection with a Permitted Restructuring Transaction, at all times maintain and preserve in full force and effect its existence (including being in good standing in its jurisdiction of organization) and all rights and franchises, licenses and permits material to its business.

• Notwithstanding the foregoing Article VIII, the provisions of this Article VIII shall not restrict the ability of the Borrowers and their Subsidiaries from consummating any Permitted Restructuring Transaction made in accordance with Schedule 1.01A and permitted under §9.5.2(d)(ii).

• Liens permitted by §9.2. Permitted Restructuring Transactions and Permitted Restructuring Transaction.

• Notwithstanding the foregoing in this Section 7, the provisions of this Section 7 shall not restrict the ability of the Borrower and its Subsidiaries from consummating any Permitted Restructuring Transaction made permitted under Section 8.5.2(d)(iv).

More Definitions of Permitted Restructuring Transaction

Permitted Restructuring Transaction means a Permitted Merger or a Permitted Liquidation.

Permitted Restructuring Transaction means the sale, transfer or contribution by the Company or any Subsidiary (the "Assignor") of its ownership interest in a Foreign Subsidiary to another Foreign Subsidiary of the Company (the "Acquiring Subsidiary") for cash consideration to be paid by the Acquiring Subsidiary from (i) a loan from a Person (other than a Group Member) to the Acquiring Subsidiary (a "Permitted Restructuring Financing") permitted under Section 7A.2, (ii) an intercompany loan from the Company or another Subsidiary to the Acquiring Subsidiary otherwise permitted hereunder or (iii) cash or Cash Equivalents of the Acquiring Subsidiary (not representing proceeds described in clauses (i) and (ii) above).

Permitted Restructuring Transaction means the liquidation or dissolution of any Inactive Subsidiary as permitted under Section 6.3(b)(i) of the Agreement.

Permitted Restructuring Transaction the sale, contribution or other transfer by the Borrower or any Subsidiary (the "Assignor") of its ownership interest in a newly created Domestic Subsidiary (created for the purpose of holding intercompany loans or other receivables from Foreign Subsidiaries and which engages in no other business or activities) or a Foreign Subsidiary to another Foreign Subsidiary (which transferee Foreign Subsidiary may have dual incorporation in the United States and a foreign jurisdiction (it being understood that any such entity shall not be a Domestic Subsidiary for purposes of this Agreement and shall be treated as a Foreign Subsidiary for all purposes) of the Borrower (the "Acquiring Subsidiary") for cash or non-cash consideration with any cash consideration to be paid by the Acquiring Subsidiary from (i) an intercompany loan from the Borrower or another Subsidiary to the Acquiring Subsidiary otherwise permitted hereunder or (ii) cash or Cash Equivalents of the Acquiring Subsidiary (not representing proceeds described in clause (i) above).

Permitted Restructuring Transaction means a transaction or series of related transactions in which, any Person (the "Surviving Parent") newly organized by the Sponsors or one or more of the Loan Parties Acquires directly, or indirectly through wholly-owned Domestic Subsidiaries (each an "Additional Intermediate Holding Company"), all the outstanding Equity Interests of Holdings; provided, however, that in connection with any such transactions (a) each member of Holdings or Southwest on the date hereof identified on Schedule 5.09 which is a corporation shall have become a Restricted Subsidiary of the Surviving Parent; (b) the Surviving Parent and each Additional Intermediate Holding Company shall have entered into a Senior Joinder Agreement and agreed to the terms of this Agreement (including, without limitation, Section 7.13(b)) as a Guarantor hereunder; (c) no Change of Control shall have occurred and be continuing or would result; and (d) no other Event of Default shall have occurred and be continuing or would result.

Permitted Restructuring Transaction means the sale, transfer or contribution by the Company or any Subsidiary (the "Assignor") of its ownership interest in a Foreign Subsidiary to another Foreign Subsidiary of the Company (the "Acquiring Subsidiary") for cash consideration to be paid by the Acquiring Subsidiary from (i) a loan from a Person (other than a Group Member) to the Acquiring Subsidiary (a "Permitted Restructuring Financing") permitted under Section 7.2, (ii) an intercompany loan from the Company or another Subsidiary to the Acquiring Subsidiary otherwise permitted hereunder or (iii) cash or Cash Equivalents of the Acquiring Subsidiary (not representing proceeds described in clauses (i) and (ii) above).

Permitted Restructuring Transaction means the sale, transfer or