UK Restructuring definition

UK Restructuring is hereby added to Section 9.1 to read as follows: UK RESTRUCTURING - means (i) the creation by the Company of the Scottish Partnership, the Luxembourg Subsidiary and the English Special Purpose Subsidiary, (ii) the capitalization of the Scottish Partnership with CAC UK stock by the Company, (iii) Intercompany Loans from time to time from the Company to the Scottish Partnership in an amount substantially equivalent to the fair market value of assets being transferred to the English Special Purpose Subsidiary at such time by CAC UK, provided that such Intercompany Loans are substantially contemporaneously repaid pursuant to clauses (ix) and (x) of this definition, (iv) the contribution of a nominal amount of capital to the Luxembourg Subsidiary, (v) the contributions to capital from time to time by the Scottish Partnership to the English Special Purpose Subsidiary out of the proceeds of the Company's substantially contemporaneous loan to the Scottish Partnership under clause (iii) of this definition, (vi) Intercompany Loans from time to time by the Scottish Partnership to the Luxembourg Subsidiary out of the proceeds of the Company's substantially contemporaneous loan to the Scottish Partnership under clause (iii) of this definition, (vii) Intercompany Loans from time to time by the Luxembourg Subsidiary to the English Special Purpose Subsidiary substantially equivalent in amount to the substantially contemporaneous loan made to the Luxembourg Subsidiary by the Scottish Partnership, (viii) transfers from time to time of Advances (and its rights in the related Installment Contracts or Leases) by CAC UK to the English Special Purpose Subsidiary for cash consideration in an amount substantially equivalent to the fair market value of the assets being transferred to the English Special Purpose Subsidiary at such time by CAC UK, (ix) dividends from CAC UK to Scottish Partnership in an amount substantially equal to the cash received by CAC UK in exchange for the assets transferred at such time to the English Special Purpose Subsidiary, and (x) repayments from time to time of Intercompany Loans by the Scottish Partnership to the Company.

UK Restructuring means (i) the creation by the Company of the Scottish Partnership, the Luxembourg Subsidiary and the English Special Purpose Subsidiary, (ii) the Company's capitalization of the Scottish Partnership with CAC UK stock, (iii) Intercompany Loans from time to time from the Company to the Scottish Partnership in an amount substantially equivalent to the fair market value of assets being transferred to the English Special Purpose Subsidiary at such time by

UK Restructuring means the restructuring transactions described in the UK Restructuring Memorandum provided that (i) the UK Restructuring shall not involve the liquidation of any Subsidiary without the prior written consent of Agent in each instance, and (ii) in connection with the UK Restructuring, each of Harnischfeger Finance, LLC, Harnischfeger Finance (Barbados), Inc., and Harnischfeger Holdings Ltd. shall, at Agent’s election, promptly become UK Loan Parties in accordance with subsection 6.9C and other terms of this Agreement.

Examples of UK Restructuring in a sentence

• HULC shall not create or permit to exist any Lien or other claim in favor of any third party on any of its assets or revenues and shall not create or permit to exist any Indebtedness or other liabilities, contingent or otherwise, except to the extent a part of the UK Restructuring and other than any liabilities under any intercompany notes to Borrower and its Subsidiaries and tax liabilities to the extent permitted pursuant to subsections 5.7 and 6.3.

• If Hutchinson requests that API and Seller effect the U.K. Restructuring, API and Seller agree to reasonably negotiate with Xxxxxxxxxx the terms and conditions upon which the U.K. Restructuring will be effected; provided, however, that it is understood and agreed that the U.K. Restructuring will be effected without the payment of any additional consideration to API or Seller.

• The closing of the UK Restructuring will occur on or before the Closing Date.

• On a Consolidated basis, maintain as of the end of each fiscal quarter a ratio of Consolidated Total Liabilities (including in the calculation thereof, for purposes of this Section 7.5, all Debt incurred by a Special Purpose Subsidiary, whether or not included therein under GAAP other than Debt represented by Intercompany Loans incurred by the English Special Purpose Subsidiary pursuant to the UK Restructuring) to the Company's Consolidated Tangible Net Worth equal to or less than 1.50 to 1.0.

• Xxxxxxxxxx agrees to indemnify API, Seller and their respective affiliates from and against any liability of any of them for Taxes arising from the transactions contemplated by the U.K. Restructuring.

• Subsection 8.2 of the Credit Agreement is hereby amended by deleting the phrases “Except to the extent a part of the UK Restructuring with respect to certain intercompany Indebtedness” and “(or, in the case of any such Indebtedness that is intercompany Indebtedness, beyond thirty (30) days after such failure)".

• The provisions of Article 4 of the Employment Agreement shall continue to apply; provided, however that notwithstanding the foregoing, your continued participation in the corporate recovery and insolvency services and advice business carried on by Zolfo Cooper LLP (the “UK Restructuring Business”) and your solicitation of clients or employees in connection with your participation in the UK Restructuring Business will not be treated as a violation of your obligations to the Company under such Article 4.

• EXHIBIT B Description of UK Restructuring Wesco has historically operated its European Hardware business through Wesco Aircraft Europe Limited.

• Salient among the UK Restructuring Transactions is the resolution of an existing intercompany receivable owed by UKES to GBGH in the principal amount of $100 million (the “Intercompany Receivable”).

• The Lenders party hereto hereby authorize the Administrative Agent to release, in connection with the consummation of the UK Restructuring Transactions, any and all Liens created in favor of the Administrative Agent under the Security Documents on the Equity Interests in Cephalon UK, and to execute and deliver to any Loan Party all documents that such Loan Party shall reasonably request to evidence such release.

More Definitions of UK Restructuring

UK Restructuring means the transactions described in clauses (b) and (c) of Section 4.11.

UK Restructuring means (i) the creation by the Company of the Scottish Partnership, the Luxembourg Subsidiary and the English Special Purpose Subsidiary, (ii) the Company's capitalization of the Scottish Partnership with CAC UK stock, (iii) Intercompany Loans from time to time from the Company to the Scottish Partnership, directly, or indirectly through one or more holding companies, in an amount substantially equivalent to the fair market value of assets being transferred to the English Special Purpose Subsidiary at such time by CAC UK, provided that such Intercompany Loans are substantially contemporaneously repaid pursuant to clauses (ix) and (x) of this definition, (iv) the contribution of a nominal amount of capital to the Luxembourg Subsidiary, (v) the contributions to capital by the Scottish Partnership to the English Special Purpose Subsidiary out of the proceeds of the Company's contemporaneous loan to the Scottish Partnership under clause (iii) of this definition, (vi) Intercompany Loans from time to time by the Scottish Partnership to the Luxembourg Subsidiary out of the proceeds of the Company's contemporaneous loan to the Scottish Partnership under clause (iii) of this definition,

UK Restructuring means the restructuring effected pursuant to one or more resolutions approved by the Borrower’s Board of Directors for the purpose of (a) transferring rights in and to certain foreign Intellectual Property by the Borrower to one of the Borrower’s Subsidiaries organized in the United Kingdom (including England, Wales and Scotland) for tax planning purposes and (b) transferring 100% of the Capital Stock of OpenTable Canada Inc. and OpenTable Mexico X.xx X.X. de C.V. to Open Table UK Holding Limited if such restructuring meets all of the following requirements:

UK Restructuring shall have the meaning set forth in Section 2.01(d).