Italian Restructuring definition

Italian Restructuring means, collectively, the following: a sale by the Company to Twin Disc Technodrive Srl, an Italian corporation (“Technodrive”) of the stock of three of the Company’s wholly owned European subsidiaries: B.C.S. Srl, an Italian corporation (“BCS”), B.C.S. Service Srl, an Italian corporation (“BCS Service”) and Vetus Italia Srl, an Italian corporation, (“Vetus”) for an aggregate purchase price for the stock of the three companies of €16,715,000. The stock purchase would be funded by a loan, in an amount not to exceed €16,715,000, from the Company to Twinsa. Twinsa would, in turn, lend these funds to Technodrive to complete the stock purchase from the Company. Twinsa would deliver to the Company its promissory note in the aggregate amount of €16,715,000, and Technodrive would deliver its promissory note to Twinsa for such amount, in each case representing a purchase price of €12,285,000 for BCS, €75,600 for BCS Service and €4,354,400 for Vetus. Technodrive, BCS, BCS Service and Twin Disc Srl, an Italian corporation, would be consolidated and merged into a single corporation, with Technodrive being the surviving corporation. Technodrive would then be renamed “Twin Disc Srl.” The Italian Restructuring shall all be accomplished pursuant to and in accordance with the written proposal provided by the Company to the holders of the Notes on February 5, 2007.
Italian Restructuring means, collectively, the following: a sale by the Company to Twin Disc Technodrive Srl, an Italian corporation (“Technodrive”) of the stock of three of the Company’s wholly owned European subsidiaries: B.C.S. Srl, an Italian corporation (“BCS”), B.C.S.

Examples of Italian Restructuring in a sentence

  • Notwithstanding anything in the Loan Agreement to the contrary, the Italian Restructuring shall not be considered for purposes of determining the Borrower's compliance with Section 4.3 (Indebtedness), Section 4.5 (Disposition of Assets), Section 4.6 (Investments) and Section 4.8 (Transactions with Affiliates).

  • In connection with the Restructuring in Italy (the "Italian Restructuring"), approximately 1,036,000,000 Italian Lira of accruals (the "Italian Reserves") relating to the severance of Italian agents and a corresponding and equal amount of cash (the "Severance Fund") were transferred from EBP Italy to Intercosmo S.p.A. ("Intercosmo").

  • In connection with the Italian Restructuring, as of the termination of the Affitto Agreement, Sellers hereby agree and 109 covenant that trade receivables (the "Intercosmo Receivable") shall be transferred from EBP Italy to Intercosmo at the gross value of such receivables stated on the books and records of the Intercosmo division of EBP Italy, as of the termination of the Affitto Agreement, less a reserve for bad debts equal to three percent (3%) of the gross value of the Intercosmo Receivable.

Related to Italian 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.

  • 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 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.

  • Permitted Tax Restructuring means any reorganizations and other activities related to Tax planning and reorganization entered into prior to, on or after the date hereof (including the Transactions) so long as such Permitted Tax Restructuring is not adverse to the Lenders in any material respect (as reasonably determined by the Borrower in good faith); provided that the Transactions shall not be considered adverse to the Lenders, in any material respect.

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

  • Restructuring has the meaning set forth in the Recitals.

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

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Restructuring Plan means the extrajudicial restructuring plan, filed with the Sao Paulo Bankruptcy and Reorganization Court on August 19, 2020 (the “Restructuring Plan Filing Date”), providing for the issuance of the Securities and of the New Notes in exchange for the restructuring of various financial debts of OEC and certain of its Affiliates, as duly amended from time to time.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary 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 other than a Receivables Subsidiary.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

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

  • Restructuring Support Agreement has the meaning set forth in the Recitals.

  • 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.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • 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.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity‑based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • Refinancing Transactions means the issuance and sale of the Notes pursuant to the Offering Memorandum, the incurrence of indebtedness on or about the Issue Date pursuant to any Credit Agreement and/or the repricing, refinancing, amendment, restatement or supplement, in whole or in part, of any Credit Agreement and the redemption (including any satisfaction and discharge in connection therewith) of all of the Company’s outstanding 7.875% Senior Notes due 2019 and the payment of fees and expenses in connection therewith.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.