Corporate Restructuring definition
Corporate Restructuring means the transfer by a corpora- tion of part or all of its property and employees to one or more sub- sidiaries in exchange for 100% of the subsidiary’s stock.
Corporate Restructuring means certain Dispositions, Investments, Guarantees, other asset transfers and related transactions, substantially as described and disclosed to the Administrative Agent and the Lenders prior to the Amendment No. 4 Effective Date, pursuant to which (a) the ownership of certain Foreign Subsidiaries is transferred directly or indirectly to URS Global Holdings UK Limited, a United Kingdom corporation (“URS UK”) or AECOM Global Holdings Ireland Ltd (Ireland), (c) the Equity Interests in Flint USA are distributed from URS UK to URS Global Holdings, and (d) certain other corporate reorganization steps, including Investments, Guarantees, the formation of new Subsidiaries and Dispositions, are taken to effectuate the Corporate Restructuring, so long as in connection therewith (i) no Loan Party as of the Amendment No. 4 Effective Date shall cease to be a Loan Party solely as a result of the Corporate Restructuring, (ii) no Default or Event of Default is in existence and continuing at the time of consummation of any transaction intended to constitute a part of the Corporate Restructuring and (iii) such Corporate Restructuring transactions will not include the transfer of any material assets of any Loan Party to any non-Loan Party, except for (x) Equity Interests in Non-Loan Parties (so long as the Loan Parties continue to own such transferred Equity Interests directly or indirectly through one or more Subsidiaries) and (y) intercompany Indebtedness as disclosed to the Administrative Agent and the Lenders prior to the Amendment No. 4 Effective Date to be so transferred as part of the Corporate Restructuring.
Corporate Restructuring means (a) the transfer of any Foreign Subsidiary (or any Equity Interests or assets in any Foreign Subsidiary) to any other Foreign Subsidiary or Domestic Subsidiary, (b) the transfer by any Foreign Subsidiary of any Domestic Subsidiary (or Equity Interests or assets in any Domestic Subsidiary) to any other Foreign Subsidiary or Domestic Subsidiary, (c) the formation of any Foreign Subsidiary, (d) the merger or consolidation of any Subsidiary with a Domestic Subsidiary (provided that if a Borrower is party to such transaction, such Borrower shall be the surviving entity), (e) the merger or consolidation of any Foreign Subsidiary with any Foreign Subsidiary (provided that if a Borrower is party to such transaction, such Borrower shall be the surviving entity) and (f) the merger or consolidation of any Subsidiary with any Domestic Credit Party (provided that (i) if the Company is a party to such transaction, the Company shall be the surviving entity, (ii) if a Borrower is party to such transaction, such Borrower shall be the surviving entity and (iii) if a Guarantor (other than Esfinco, Inc. or Esrmco, Inc., so long as the Credit Parties have not transferred any material assets to Esfinco, Inc. or Esrmco, Inc., as applicable, after the Closing Date) is a party to such transaction, such Guarantor shall be the surviving entity) in each case, in connection with bona fide tax planning activities so long as (x) taken as a whole, the value of the Collateral securing the Obligations is not materially reduced and (y) the security interests of the Administrative Agent, on behalf of the Lenders, in the Collateral, taken as a whole, are not materially impaired, in each case, as reasonably determined by the Administrative Agent in consultation with the Company.
Examples of Corporate Restructuring in a sentence
The units, shares or other equity interests provided to each Management Member pursuant to such Corporate Restructuring would provide each Management Member with substantially similar economic and other rights and privileges as such Management Member had as a Member of the Company prior to such Restructuring Event and which are consistent with the rights and preferences attendant to the Units held by the Management Members immediately prior to such Restructuring Event.
Each of the parties hereto further agrees and understands that the party to which any assets are transferred as contemplated by the Corporate Restructuring Transactions or the other provisions of this Agreement shall bear the economic and legal risk that any necessary consents or approvals are not obtained, that any necessary amendatory agreements are not executed and delivered or that any requirements of Law are not complied with.
The parties hereto shall use their reasonable efforts to obtain any third-party consents or approvals that are required to consummate the Corporate Restructuring Transactions, the Distribution and the other transactions contemplated herein (the "Consents").
The parties hereto shall use their commercially reasonable efforts to obtain any third-party consents or approvals that are required to consummate the Corporate Restructuring Transactions, the Distribution and the other transactions contemplated herein.
On or prior to the Distribution Date (but in all events prior to the Distribution, ESI and ADA-ES shall have consummated those other transactions in connection with the Corporate Restructuring Transactions and the Distribution that are contemplated by the ADA-ES Information Statement, and not specifically referred to in Sections 2.01 through 2.07 above, subject, however, to the limitations set forth in subparagraph (b) of Section 2.01 above.
More Definitions of Corporate Restructuring
Corporate Restructuring has the meaning set forth in Section 7.05(d).
Corporate Restructuring means the transfer of any Foreign Subsidiary (or any Capital Stock of any Foreign Subsidiary) (which transfer, for the avoidance of doubt, may take the form of a consolidation or merger) to any other Foreign Subsidiary of the Parent Borrower, or the transfer by any Foreign Subsidiary of any Domestic Subsidiary (or Capital Stock of any Domestic Subsidiary) (which transfer, for the avoidance of doubt, may take the form of a consolidation or merger) to any other Foreign Subsidiary or Domestic Subsidiary of the Parent Borrower, in each case, in connection with bona fide tax planning activities so long as (a) taken as a whole, the value of the Collateral securing the Obligations is not materially reduced and (b) the security interests of the Administrative Agent, on behalf of the Lenders, in the Collateral, taken as a whole, are not materially impaired, in each case, as reasonably determined by the Administrative Agent in consultation with the Parent Borrower.
Corporate Restructuring means any internal reorganization or restructuring transactions entered into among the Company and/or its Subsidiaries in connection with bona fide tax planning activities so long as (i) if a Borrower is party to any merger or consolidation as part of such reorganization or restructuring transactions, such Borrower shall be the surviving entity, (ii) the Company determines in good faith that such action is in the best interests of the Company and its Subsidiaries, (iii) the value of the Collateral securing the Obligations, when taken as a whole, is not materially reduced after giving effect to such reorganization or restructuring transaction (as reasonably determined by the Company in consultation with the Administrative Agent), and (iv) the security interest of the Administrative Agent, on behalf of the Lenders, in the Collateral, when taken as a whole, is not adversely impacted after giving effect to such reorganization or restructuring transaction (as reasonably determined by the Company in consultation with the Administrative Agent).
Corporate Restructuring means a transaction that qualifies pursuant to §§ 355 or 368 of the Internal Revenue Code (26 U.S.C. §§ 355 or 368).
Corporate Restructuring. The moving of (a) any direct or indirect domestic Subsidiary to become a Subsidiary of GWI or a Subsidiary of any other domestic Subsidiary of GWI, (b) any direct or indirect European, Canadian or UK Subsidiary of GWI to become a Subsidiary of any other European, Canadian or UK Subsidiary of GWI; provided, however, that no Restricted Subsidiary shall become an Unrestricted Subsidiary as a result of such restructuring and (c) any Subsidiary to become a Subsidiary of GWI or any other Subsidiary in connection with bona fide tax planning activities; provided, however, that (w) a Restricted Subsidiary may become an Unrestricted Subsidiary as a result of such activities only so long as Consolidated Total Assets of GWI and its Restricted Subsidiaries after giving pro forma effect thereto are not less than 80% of Consolidated Total Assets of GWI and its Restricted Subsidiaries reflected on the most recent consolidated balance sheet of GWI delivered before the Restatement Effective Date, (x) a Guarantor may become a non-Guarantor as a result of such activities only so long as the Consolidated Total Assets of GWI and its Restricted Subsidiaries attributable to Loan Parties after giving pro forma effect thereto are not less than 80% of Consolidated Total Assets of GWI and its Restricted Subsidiaries attributable to Loan Parties reflected on the most recent consolidated balance sheet of GWI delivered before the Restatement Effective Date, (y) taken as a whole, the value of the Collateral securing the Obligations is not materially reduced and (z) the security interests of the Lenders in the Collateral, taken as a whole, are not materially impaired. “Co-Syndication Agents”. See preamble.
Corporate Restructuring means the disposition of Equity Interests by a Loan Party or other Material Subsidiary of an Immaterial Subsidiary to a wholly-owned Subsidiary that is not a Loan Party so long as (i) the effect of such disposition could not reasonably be expected to be materially adverse to the interests of the Lenders, (ii) Borrower provided Agent with written notice at least fifteen (15) Business Days (or a shorter period of time acceptable to Agent) prior to the anticipated closing date of such disposition, and (iii) Agent has provided prior written consent to such disposition.
Corporate Restructuring means the transfer of any Foreign Subsidiary (or any Equity Interests in any Foreign Subsidiary) to any other Foreign Subsidiary of the Company, or the transfer by any Foreign Subsidiary of any Domestic Subsidiary (or Equity Interests in any Domestic Subsidiary) to any other Foreign Subsidiary or Domestic Subsidiary of the Company, in each case, in connection with bona fide tax planning activities so long as (a) taken as a whole, the value of the Collateral securing the Obligations is not materially reduced and (b) the security interests of the Administrative Agent, on behalf of the Lenders, in the Collateral, taken as a whole, are not materially impaired, in each case, as reasonably determined by the Administrative Agent in consultation with the Company.