Debt Push Down and Reorganisation definition

Debt Push Down and Reorganisation means a reorganisation (including mergers, the sale of assets, transfers or novations of liabilities, distributions, dividends and settling of intercompany accounts) implementing a debt pushdown.
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Examples of Debt Push Down and Reorganisation in a sentence

  • The Group may, as part of its efficient tax planning, enter into transactions such that certain existing Loans may be pushed down in order to implement a Debt Push Down and Reorganisation provided that (subject to Clause 42.2 (Exceptions)) such Debt Push Down and Reorganisation is implemented on terms which have all been approved by the Majority Lenders.

  • The Group may, as part of its efficient tax planning, enter into transactions such that certain existing Loans may be pushed down in order to implement a Debt Push Down and Reorganisation provided that (subject to Clause 16.3 (Exceptions)) such Debt Push Down and Reorganisation is implemented on terms which have all been approved by the Majority Lenders.

Related to Debt Push Down and Reorganisation

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Reorganisation means (without limitation) any transaction, deemed transaction, step, procedure or agreement, including (but without limitation) the transfer, distribution, contribution or settlement of assets and/or liabilities.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Senior Step Down Conditions As of the first Distribution Date as to which any decrease in the Senior Prepayment Percentage applies, (i) the outstanding principal balance of all Mortgage Loans delinquent 60 days or more (averaged over the preceding six month period), as a percentage of the aggregate principal balance of the Subordinated Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to the Mortgage Loans do not exceed (a) with respect to the Distribution Date on the fifth anniversary of the first Distribution Date, 30% of the Original Subordinated Principal Balance, (b) with respect to the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the Original Subordinated Principal Balance, (c) with respect to the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the Original Subordinated Principal Balance, (d) with respect to the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the Original Subordinated Principal Balance and (e) with respect to the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the Original Subordinated Principal Balance.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • supervisory authority concerned means a supervisory authority which is concerned by the processing of personal data because:

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.