Foreign Reorganization Clause Samples
A Foreign Reorganization clause defines the terms and conditions under which a company may undergo a restructuring or merger involving entities outside its home country. This clause typically outlines the requirements for recognizing such reorganizations, including compliance with relevant foreign and domestic laws, and may specify the tax treatment or reporting obligations that arise from these transactions. Its core practical function is to provide a clear framework for handling cross-border corporate changes, ensuring legal compliance and minimizing uncertainty for all parties involved.
Foreign Reorganization. (a) So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent and any Restricted Subsidiary shall be permitted to take any and all actions necessary to consummate the Foreign Reorganization. In the event that any of the Collateral shall be transferred by any Loan Party in connection with the Foreign Reorganization, the Liens granted hereunder or under the other Loan Documents on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Loan Party without any further action by the Collateral Agent or any other Person; provided that such Loan Party shall cause any Transferred Foreign Subsidiary or Foreign Acquisition Co., as applicable, to take such actions described in the definition of “Foreign Reorganization” as a condition to such release. Without prejudice to the foregoing, upon the request of the applicable Loan Party, the Collateral Agent, at the expense of such Loan Party, shall promptly execute and deliver to such Loan Party, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Liens on such Collateral.
(b) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, so long as no Default or Event of Default shall have occurred and be continuing, in the event that the Foreign Reorganization is not consummated and to the extent that any Permitted Intercompany Transfer has occurred (or will occur concurrently with such release described herein), any Other Parent Guarantor, Parent and Foreign Holdings, as applicable, shall (x) be automatically released from their respective obligations under the Guaranty, (y) be automatically released from any and all obligations under the Loan Documents (including, without limitation, any obligation to comply with the covenants set forth herein) and any reference to “Parent” or “Foreign Holdings” herein shall be construed as a reference to the Successor Person mutatis mutandis, and (z) any Liens granted hereunder or under the other Loan Documents by Parent and Foreign Holdings on any Collateral shall automatically be discharged and released, as applicable, without any further action by the Collateral Agent or any other Person. In connection with the foregoing, upon the request of the Borrower, the Collateral Agent, at the expense of Borrower, shall promptly execute a...
Foreign Reorganization. So long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent and any Restricted Subsidiary shall be permitted to take any and all actions necessary to consummate the Foreign Reorganization. In the event that any of the Collateral shall be transferred by any Loan Party in connection with the Foreign Reorganization, the Liens granted hereunder or under the other Loan Documents on such Collateral shall automatically be discharged and released and all rights to such Collateral shall revert to the applicable Loan Party without any further action by the Collateral Agent or any other Person; provided that such Loan Party shall cause any Transferred Foreign Subsidiary or Foreign Acquisition Co., as applicable, to take such actions described in the definition of “Foreign Reorganization” as a condition to such release. Without prejudice to the foregoing, upon the request of the applicable Loan Party, the Collateral Agent, at the expense of such Loan Party, shall promptly execute and deliver to such Loan Party, all releases, termination statements, stock certificates, any certificated securities or any other documents necessary or desirable for the release of the Liens on such Collateral.