Subsidiary Reorganization definition
Examples of Subsidiary Reorganization in a sentence
We acknowledge that You will be consummating the Subsidiary Reorganization following the Closing Date, and such Subsidiary Reorganization shall be permitted hereunder.
The formation of Holding and the New Subsidiaries and the issuance of the capital stock by such entities as described above is herein referred to as the "Facilities Subsidiary Reorganization." The contribution of assets of Manufacturing to Holding and the New Subsidiaries as described above is herein referred to as the "Manufacturing Asset Transfer".
The Subsidiary Reorganization was conducted in accordance with all applicable Federal and state laws and regulations, was duly authorized, approved and adopted by all requisite corporate action of all constituent corporations and [TAX REPRESENTATION TO FOLLOW].
Notwithstanding anything to the contrary contained in the Credit Documents, (i) no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) or similar organizational change that may hereafter be permitted under any applicable statute and (ii) this Section 6.9 shall not prohibit the Mexican Subsidiary Reorganization Activities prior to the Mexican Subsidiary Joinder Date.
Each Subsidiary of the Borrower that is a Guarantor immediately prior to the Second Amendment Effective Date that, in connection with the Merger Documents and the transactions contemplated by this Second Amendment, becomes a subsidiary of SHM TRS (the “Existing Subsidiary Reorganization”) hereby acknowledges and agrees that the foregoing sentence shall apply in full force and effect notwithstanding the Existing Subsidiary Reorganization.
The Agent and the Required Lenders agree ------- that in connection with the Foreign Subsidiary Reorganization, they will release their Lien on 65% of the Capital Stock of OldLux on the later of (i) the date that is 90 days after the Agent receives a pledge of 65% of the Capital Stock of NewLux and H29 and (ii) the date that OldLux ceases to be a direct Foreign Subsidiary of any Credit Party.
Revised Schedules I, II and III to the Pledge Agreement, giving effect to the Foreign Subsidiary Reorganization and the release set forth in Section E of this Amendment No. 3.
For clarification purposes, the covenants in this Section 6.12 shall not apply to Assets that have been transferred in accordance with the terms of this Agreement as part of any Permitted Foreign Subsidiary Reorganization and shall not apply to any Assets of Foreign Subsidiaries of the Loan Parties owned by such Foreign Subsidiaries on the Closing Date or otherwise not constituting Lender’s Collateral.
With respect to the Foreign Subsidiary Reorganization, the Agent shall have received all items required by Sections 5.10 and 5.12 of the Credit Agreement; provided, however, that the Borrower shall not be required to deliver a pledge of 65% of the Capital Stock of Newco until 120 days from the date of formation of Newco.
Purchaser shall pay all sales, use, transfer, real property transfer, recording, stock transfer and other similar Taxes and fees (“Transfer Taxes”) that are attributable to (i) the Subsidiary Reorganization, or (ii) the conversion of any of the Subsidiaries into limited liability companies pursuant to Section 2.05, and shall indemnify, defend, and hold harmless the Company with respect to such Transfer Taxes and shall provide the Company with evidence of the payment of any such Taxes.