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.
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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.
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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 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.

  • 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").