DFKA Restructuring definition

DFKA Restructuring means a series of transactions that, through intermediate steps, results in (i) KFH converting from a corporation into a limited liability company or not undergoing any such conversion, (ii) the Equity Interests of DFKA Intermediate being transferred by KFH to another Subsidiary of the Borrower, and (iii) one or both of KFH and its subsidiary KFI merging with and into the Borrower, with the Borrower as the survivor of such mergers; provided that (A) in connection with such transactions, the Agent shall have been granted a security interest for the benefit of the Secured Parties in the voting stock and non-voting stock of DFKA Intermediate at least to the extent of its security interest in such stock as in effect immediately prior to such transactions) and (B) any security interests granted to the Agent for the benefit of the Secured Parties pursuant to the Collateral Documents in the assets of KFH and KFI shall remain in full force and effect and perfected (in each case to at least the same extent as in effect immediately prior to such transactions) and all actions required to maintain such perfected status shall have been taken.
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Related to DFKA Restructuring

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Restructuring has the meaning set forth in the Recitals.

  • 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.