Solvent Reorganization means any solvent reorganization of the Partnership, including by merger, consolidation, recapitalization, Transfer or sale of shares or assets, or contribution of assets and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of entity, formation of new entity, or any other transaction or group of related transactions (in each case other than to or with an unaffiliated third party), in which:
Solvent Reorganization means any solvent reorganization of the Company or any Subsidiary of the Company, including by merger, consolidation, recapitalization, transfer or sale of shares or assets, or contribution of assets and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of entity, formation of new entity, or any other transaction or group of related transactions (in each case other than to or with a third party that is not a member of the Company Group or its Affiliates (which Affiliates may include an entity formed for the purpose of such Solvent Reorganization)), in which:
Solvent Reorganization means any solvent reorganization of the Partnership, including by merger, consolidation, recapitalization, Transfer or sale of shares or assets, or contribution of assets and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of entity, formation of new entity, or any other transaction or group of related transactions (in each case other than to or with an unaffiliated third party), in which:
(i) all holders of the same class of equity securities of the Partnership are offered a substantially similar amount of consideration in respect of such equity securities;
(ii) the Apollo Group’s pro rata indirect and each Management Limited Partner’s direct economic interests in the Partnership, relative to each other and all other holders of equity securities of the Partnership, are preserved in all material respects; and
(iii) the rights and obligations of the Apollo Group and each Partner under this Agreement are preserved in all material respects.
Examples of Solvent Reorganization in a sentence
The provisions of this Section 17 and all references to the defined term “IPO” in this Plan will apply, mutatis mutandis, to (i) any initial public offering and sale of any common stock of any Subsidiary of the Company and the liquidation of the Company into any such Subsidiary in connection therewith and (ii) any Solvent Reorganization approved by the Board.
If the Xxxx Investors propose to Transfer any Xxxx Securities (other than pursuant to a Solvent Reorganization or any Transfer of Investor Securities to such Xxxx Investor’s Affiliates, employees, consultants and advisors (or any entity formed for their benefit) or to any Executive), the Lux Sarl shall have the right to require each Co-Investor to directly and/or indirectly participate in such Transfer by specifying the same in the Xxxx Sale Notice.
In furtherance of the foregoing, each Party hereto hereby waives and undertakes to take any action necessary in the future to waive any dissenter’s rights, appraisal rights or similar rights in connection with any valid Solvent Reorganization undertaken in accordance with this Section 10.
In the event that Securities are exchanged or converted or new Securities are issued in a Solvent Reorganization, the definitions and other provisions of this Agreement shall be automatically amended to reflect such exchange, conversion or issuance, as determined in the discretion of the Board of Directors, acting in good faith, with notice of any such amendments provided to the parties hereto in accordance with Section 23.
The provisions of this Section 12.7 and all references to the defined term “IPO” in this Agreement will apply, mutatis mutandis, to any Solvent Reorganization approved by the Board.
More Definitions of Solvent Reorganization
Solvent Reorganization means, with respect to the Issuer, solvent voluntary winding-up, deregistration, dissolution, scheme of arrangement or other reorganization of the Issuer solely for the purposes of a consolidation, amalgamation, merger or reconstruction under which the continuing or resulting corporation effectively assumes the obligations of the Issuer under the Securities and the Fiscal Agency Agreement.
Solvent Reorganization means, in any such case, a solvent Winding-Up for the purposes of a reorganization, reconstruction, amalgamation or the substitution in place the Company or the Guarantor, as the case may be, of a Successor in Business, the terms of which reorganization, reconstruction, amalgamation or substitution (x) have previously been approved by way of a supplemental indenture to the Base Indenture which has been approved by the holders of the Notes in accordance with the terms of the Base Indenture and (y) do not provide that the Notes shall thereby become redeemable or repayable.
Solvent Reorganization means any solvent reorganization of the Lux Sarl, the Company or any other Group Company or Subsidiary of any of the foregoing (but for the avoidance of doubt, excluding any Securityholder itself or any special purpose vehicle established by any Securityholder in connection with its status as shareholder in the Company), including by merger, consolidation, recapitalization, Transfer or sale of shares, securities or assets, or contribution of assets and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of entity, formation of new entity, or any other transaction or group of related transactions (in each case other than to or with a third party that is not a Securityholder of the Group or an Affiliate thereof, or an entity formed for the purpose of such Solvent Reorganization), in which:
Solvent Reorganization means any solvent reorganization of the Company, including by merger, consolidation, recapitalization, transfer or sale of shares or assets, or contribution of assets and/or liabilities, or any liquidation, exchange of Securities, conversion of entity, migration of entity, formation of new entity, or any other transaction or group of related transactions (in each case other than to or with an unaffiliated third party), in which:
(i) all holders of the same class of Securities of the Company are offered the same amount of consideration in respect of such Securities; and
(ii) all holders’ economic interests in the Company, relative to each other and all other holders of Securities of the Company, are preserved.
Solvent Reorganization means one or more transactions for the purposes of a reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, or the substitution in place (or similar transaction) of the Issuer or the Company, as the case may be, with or to a Successor (as defined in the Original Indenture), the terms of which reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, or the substitution in place (or similar transaction) (a) have previously been provided for by way of a supplemental indenture to the Indenture in accordance with the terms of the Indenture and (b) do not provide that the Notes shall thereby become redeemable or repayable. Any such substitution in place of the Issuer or the Company shall only be permitted if it does not result in the Notes no longer being eligible for the same, or a higher amount of, “equity credit” as is attributed to the Notes on the date notice is given to the Holders of Notes of the aforementioned substitution.
Solvent Reorganization means, in any such case, a solventWinding-Up for the purposes of a reorganization, reconstruction, amalgamation or the substitution in place the Company or the Guarantor, as the case may be, of a Successor in Business, the terms of which reorganization, reconstruction, amalgamation or substitution (x) have previously been approved by way of a supplemental indenture to the Base Indenture which has been approved by the holders of the Notes in accordance with the terms of the Base Indenture and (y) do not provide that the Notes shall thereby become redeemable or repayable.
Solvent Reorganization means any solvent reorganization of the Company, including by merger, consolidation, recapitalization, Transfer or sale of shares or assets, or contribution of assets and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of entity, formation of new entity, or any other transaction or group of related transactions (in each case other than to or with an unaffiliated third party), in which:
(i) all holders of the same class of equity securities of the Company are offered the same consideration in respect of such equity securities,
(ii) the Members' pro rata indirect economic interests in the Company, relative to each other and all other holders of Interests, are preserved and
(iii) the rights of the Members under this Agreement and the Registration Rights Agreement are preserved in all material respects.