Reorganization Conditions definition

Reorganization Conditions has the meaning ascribed to it in Section 10.3. “Replacement Price” has the meaning ascribed to it in Section 1.8(a). “Replacement Provision(s)” has the meaning ascribed to it in Sections 1.10(c) or 1.11(a)(iii), as applicable.
Sample 1Sample 2Sample 3
Reorganization Conditions. Reorganization Transactions", "Syndication Agent", "White Mountains-Arizona", "White Mountains-Bermuda" and "White Mountains-Delaware" each in its proper alphabetical order:
Sample 1
Reorganization Conditions means: (a) with respect to the transaction described in CLAUSE (b) of the definition of Reorganization Transactions, the Borrower shall have furnished to the Agent, with sufficient copies for the Lenders, the following documents, all of which shall be in form and substance reasonably satisfactory to the Lenders and their counsel: (i) the certificate of merger and all other merger documents, (ii) the articles of incorporation of the surviving entity, (iii) the bylaws of the surviving entity, (iv) a certificate of incumbency as to the Authorized Officers for the surviving entity, (v) an affirmation by the surviving entity of its Obligations under the Credit Agreement as successor to the Borrower, (vi) opinions of counsel as to such matters as the Agent may reasonably request and (vii) a certificate of compliance by the surviving entity as to the matters described in SECTIONS 6.12(c)(i) and (iii) of the Credit Agreement; and (b) with respect to the transaction described in CLAUSE (c) of the definition of Reorganization Transactions, the Borrower shall have
Sample 1

Examples of Reorganization Conditions in a sentence

  • For a more detailed discussion of the conditions precedent to the Plan and the impact of the failure to meet such conditions, see Section VI.C.3., above entitled "The Plan of Reorganization --Conditions Precedent to Consummation of the Plan." The Plan is to be implemented pursuant to the provisions of the Bankruptcy Code.

  • In the event of the UK Reorganization, one of the UK Reorganization Conditions is the pledging of the UK Holdco Note pursuant to the Intercompany Pledge Agreement.

  • Mr. McClerren testified that Staff concurs with ICTC’s statements at paragraph 5 of the Verified Petition, that each of the Reorganization Conditions have expired (i) by their own terms, due to the fact that the condition required a one-time action by ICTC which has already been carried out; (ii) due to subsequent changes in the Act or Commission regulation; or (iii) because of passage of time.

  • For a more detailed discussion of the conditions precedent to the Plan and the impact of the failure to meet such conditions, see Section V.G., "The Plan of Reorganization -Conditions to Confirmation and Effective Date." The Plan is to be implemented pursuant to the provisions of the Bankruptcy Code.


More Definitions of Reorganization Conditions

Reorganization Conditions means: (a) with respect to the transaction described in CLAUSE (b) of the definition of Reorganization Transactions, WMIG shall have furnished to the Agent, with sufficient copies for the Lenders, the following documents, all of which shall be in form and substance reasonably satisfactory to the Lenders and their counsel: (i) the certificate of merger and all other merger documents, (ii) the articles of incorporation of the surviving entity, (iii) the bylaws of the surviving entity, (iv) a certificate of incumbency as to the authorized officers for the surviving entity, (v) an affirmation by the surviving entity of its Obligations under the Guaranty as successor to WMIG, (vi) opinions
Sample 1

Related to Reorganization Conditions

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Senior Step Down Conditions As of the first Distribution Date as to which any decrease in the Senior Prepayment Percentage applies, (i) the outstanding principal balance of all Mortgage Loans delinquent 60 days or more (including Mortgage Loans in foreclosure, REO Property and Mortgage Loans the mortgagors of which are in bankruptcy) (averaged over the preceding six month period), as a percentage of the aggregate Class Certificate Balance of the Subordinated Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to the Mortgage Loans do not exceed (a) commencing with the Distribution Date on the fifth anniversary of the first Distribution Date, 30% of the Original Subordinate Principal Balance, (b) commencing with the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the Original Subordinate Principal Balance, (c) commencing with the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the Original Subordinate Principal Balance, (d) commencing with the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the Original Subordinate Principal Balance, and (e) commencing with the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the Original Subordinate Principal Balance.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Distribution Conditions means, with respect to any Restricted Payment or Restricted Junior Debt Prepayment, the following:

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Change in condition means a change in physical condition of the employee as well as any change

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Equity Conditions means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Redemption or Monthly Redemption, the shares issuable upon conversion in full of the Optional Redemption Amount or Monthly Redemption Amount) to the Holder would not violate the limitations set forth in Section 4(d) and Section 4(e) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, (j) for each of the twenty (20) Trading Days prior to the applicable date in question, the closing price of the Common Stock on the principal Trading Market is at least equal to the Floor Price plus an eight percent (8%) premium (as defined below), (k) the average daily dollar volume of for the Common Stock on the principal Trading Market for the twenty (20) Trading Days prior to the applicable date in question exceeds $200,000, and (l) the Company has timely filed (exclusive of any grace period) all of its SEC Reports during the time period in question. 3

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Non-Conforming Plan of Reorganization means any Plan of Reorganization whose provisions are inconsistent with the provisions of this Agreement, including any plan of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise) or otherwise disregard, in whole or part, the provisions of Article II (including the Lien priorities of Section 2.1), the provisions of Article IV, or the provisions of Article VI, unless such Plan of Reorganization has been accepted by the voluntary required vote of each class of ABL Claimholders and Note Claimholders.

  • Extension Conditions Defined in Section 3.06(a).

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Chapter 11 Plan means a plan of reorganization or liquidation filed in any of the Chapter 11 Cases under Section 1121 of the Bankruptcy Code.