Permitted Restructuring. No later than the 90th day after the Effective Date, the U.S. Borrower will, and will cause its Restricted Subsidiaries to, (a) consummate the Permitted Restructuring, (b) deliver to the Administrative Agent a written opinion of (i) Kxxxxxxx & Exxxx LLP, special counsel to the Loan Parties, addressed to each Agent and the Lenders and in a form substantially similar to (as applicable) the opinion delivered by Kxxxxxxx & Exxxx LLP hereunder on the Effective Date, and (ii) Axxxx & Overy LLP, special counsel to the Loan Parties, addressed to each Agent and the Lenders and in a form substantially similar to (as applicable) the opinions delivered by Axxxx & Oxxxx LLP hereunder on the Effective Date, and (c) execute and deliver to the Administrative Agent or the Collateral Agent, as applicable, all other documents, agreements and certificates described on Schedule 5.21 and satisfy all other conditions described on Schedule 5.21, in each case as denoted on such Schedule 5.21 as being required to be completed within 90 days after the Effective Date.
Permitted Restructuring. (a) Holdings and its Restricted Subsidiaries may effect a Permitted Restructuring so long as such Permitted Restructuring is carried out as described in the definition of Permitted Restructuring in this Indenture, and provided that in the case of a Permitted Restructuring described in clause (1) of such definition,
Permitted Restructuring. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, each Subsidiary Guarantor shall be entitled to be liquidated, dissolved or wound up or to be merged with or otherwise transfer any of its assets and liabilities to the Company or one or more Subsidiaries of the Company, so long as the Subsidiary Guarantor (x) gives the Purchasers at least 20 days’ prior written notice of such transaction and (y) delivers to the Purchasers all such documents and takes all such other actions as are reasonably requested by the Majority Holders in order to ensure that the Company or one or more of its Subsidiaries assumes all obligations of such Subsidiary Guarantor under its Subsidiary Guaranty.
Permitted Restructuring. (i) in the event of a Permitted Restructuring whereby the Substituted Obligor assumes all the assets and liabilities of a Guarantor and assumes all the obligations of such Guarantor in respect of its Guarantee:
Permitted Restructuring. Within 90 days following the Effective Date (or such longer period as the Administrative Agent shall agree to in its sole discretion), the Borrower shall either (i) cause the consummation of the Permitted Restructuring or (ii) grant the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the shares of Capital Stock of MarketAxess Europe, MarketAxess Canada and MarketAxess Brazil (to the extent the ownership of such shares of Capital Stock has not then been transferred to MarketAxess Limited) in each case pursuant to, and to the extent required by, Section 5.11(a) and the Security Agreement.
Permitted Restructuring. Any other event or circumstance specified as an Event of Default in Schedule 14 (Permitted Restructuring).
Permitted Restructuring. Notwithstanding the provisions of Sections 6.1(B) and 6.1(N), the following restructuring relating to Borrower shall not constitute a Default or Event of Default under this Agreement:
Permitted Restructuring. In connection with the Permitted Restructuring, the Administrative Agent is authorized to release the pledge of the Equity Interests of Kirkstone currently held by it.
Permitted Restructuring. Notwithstanding the foregoing provisions of this Section 5, (i) each Pledgor other than the Company shall be entitled to be liquidated, dissolved or wound up or to be merged with or otherwise transfer any of its assets and liabilities to the Company or one or more Subsidiaries of the Company, so long as the Pledgor (x) gives the Collateral Agent at least 90 days’ prior written notice of such transaction and (y) delivers to the Collateral Agent all such documents and takes all such other actions as are reasonably requested by the Collateral Agent in order to ensure that the Company or one or more of its Subsidiaries assumes all obligations of the Pledgor under this Agreement and pledges, on terms at least as favorable as existed immediately prior to the applicable transaction, all Collateral pledged by such Pledgor immediately prior to such transaction and (ii) the Company shall be entitled to cause International Integrated Incorporated, a British Virgin Islands corporation, to elect to be a Disregarded Person.
Permitted Restructuring. Notwithstanding the foregoing provisions of this Section 6, each Borrower other than the Company shall be entitled to be liquidated, dissolved or wound up or to be merged with or otherwise transfer any of its assets and liabilities to the Company or one or more Subsidiaries of the Company, so long as the Borrower (i) gives the Collateral Agent at least 90 days’ prior written notice of such transaction and (ii) delivers to the Collateral Agent all such documents and takes all such other actions as are reasonably requested by the Collateral Agent in order to ensure that the Company or one or more of its Subsidiaries assumes all obligations of the Borrower under this Agreement and pledges, on terms at least as favorable as existed immediately prior to the applicable transaction, all Collateral pledged by such Borrower immediately prior to such transaction.
