Reorganization Agreement has the meaning set forth in the recitals.
Reorganization Plan means a plan of reorganization in any of the Cases.
Negative Covenants means any negative or similar restrictive covenant (including, without limitation, under Article 7) made by the Borrowers in this Agreement or in any other Loan Document.
Reorganization Transactions shall have the meaning set forth in the recitals.
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.
Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.
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.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Reorganization Securities has the meaning set forth in Section 6.9 hereof.
Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.
Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.
Recapitalization Agreement shall have the meaning set forth in the Recitals.
Financial Covenants means the covenants set forth in Section 6.2.
Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.
Reorganization Event has the meaning specified in Section 5.6(b).
Internal Reorganization has the meaning set forth in the Separation Agreement.
Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Financial Covenant means the covenant set forth in Section 7.09.
Liquidation Call Right has the meaning ascribed thereto in the Plan of Arrangement.
Covenants means the covenants set forth in Section 4 of this Agreement. To acknowledge your agreement to and acceptance of the terms and conditions of this Agreement, please sign below in the space provided within five (5) days of the date of this Agreement and return a signed copy to my attention. If the Agreement is not signed and returned within (5) days, the terms and conditions of this Agreement will be deemed withdrawn. Sincerely, MEDQUIST INC. By: Xxxxx X. Xxxxxxx President Accepted and Agreed:
Bank Merger Agreement has the meaning set forth in Section 6.10.
Liquidating Events shall have the meaning set forth in Section 13.1.
Public External Indebtedness means any External Indebtedness which is in the form of, or represented by, notes, bonds or other securities which are for the time being quoted, listed or ordinarily dealt in on any stock exchange.