Permitted IPO Reorganization means any transactions or actions taken in connection with and reasonably related to consummating an initial public offering of Holdings or any direct or indirect parent thereof, so long as, after giving effect thereto, the security interest of the Collateral Agent in the Collateral, taken as a whole, is not materially impaired or reduced (in each case as determined by the Borrower in good faith).
Permitted IPO Reorganization means any transaction or action taken in connection with and reasonably related to a Qualifying IPO, so long as, after giving effect thereto, neither the value of the Guaranty nor the security interest of the Administrative Agent in the Collateral, in either case, taken as a whole, is materially impaired (as reasonably determined by the Borrower in good faith); provided that no Specified Default would be continuing immediately after the occurrence of such Permitted IPO Reorganization or would result therefrom.
Permitted IPO Reorganization means any transactions or actions taken in connection with and reasonably related to consummating an initial public offering (including any tax sharing arrangements or tax receivable agreements entered into in connection therewith on customary terms for similar transactions), so long as (i) after giving effect thereto the security interest of the Lenders in the Collateral and the value of the Guaranty given by the Guarantors, taken as a whole, are not materially impaired (as determined by the Borrower in good faith), (ii) immediately prior to and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iii) the Credit Parties immediately prior to giving effect thereto continue to be Credit Parties immediately after giving effect thereto (or their successors as a result thereof are or become Credit Parties no later than immediately after giving effect thereto), (iv) the assets and property constituting Collateral immediately prior to giving effect thereto continue to constitute Collateral immediately after giving effect thereto, (v) the revenues of the Credit Parties (taken as a whole) on a Pro Forma Basis for the most recent Test Period shall not be reduced as a result thereof in any material respect, (vi) in the good faith determination of the Borrower, such transactions are not materially disadvantageous to the Lenders, and (vii) not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior to any such transactions or actions, the Borrower shall deliver to the Administrative Agent written notice of such transactions or actions and a general description of such transactions or actions to be taken.
Examples of Permitted IPO Reorganization in a sentence
Notwithstanding anything in Sections 5.1 or 5.2 (which do not apply to transactions referred to in this sentence), the Issuer and the Restricted Subsidiaries may effect any Permitted Tax Reorganization or Permitted IPO Reorganization.
Except in connection with a Permitted Acquisition, the Permitted Reorganization or the Permitted IPO Reorganization, the Loan Parties will not, and will not permit any other Group Member to merge or consolidate with any Person (other than any other Loan Party).
Investments made in connection with the Quotient Merger, a Permitted Tax Reorganization or a Permitted IPO Reorganization.
More Definitions of Permitted IPO Reorganization
Permitted IPO Reorganization means any transactions or actions taken in connection with consummating an initial public offering of the Lead Borrower or any direct or indirect parent thereof, so long as, after giving effect thereto, neither the value of the security interest of the Collateral Agent and the Lenders in the Collateral, taken as a whole (including as to the perfection and priority thereof), nor the value of the Guaranty, taken as a whole, is materially impaired.
Permitted IPO Reorganization means any transaction taken by Holdings or any of its Restricted Subsidiaries in connection with and reasonably related to consummating an initial public offering, so long as, immediately after giving effect thereto, there is no material adverse impact on the value of or any Administrative Agent’s rights in the Collateral, taken as a whole, and such Permitted IPO Reorganization is not otherwise materially adverse to the Lenders provided that, in each case, at the time of giving effect to such Permitted IPO Reorganization, the Borrower and the Restricted Subsidiaries otherwise comply with Section 6.10.
Permitted IPO Reorganization means, at the election of the Borrowers in their sole discretion, any transactions or actions taken in connection with and reasonably related to consummating an initial public offering (including any tax sharing arrangements or tax receivable agreements entered into in connection therewith on customary terms for similar transactions), with any of the Borrowing Agent, PHI Aviation, PHI Group and/or PHI Corporate as the Person (and/or any holding companies on behalf of such Person) subject to the public offering, so long as (i) after giving effect thereto, the Liens of the Agent in the Collateral and the value of all Guaranties given by the Guarantors, taken as a whole, are not adversely impaired, (ii) immediately prior to and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (iii) the surviving Person shall be organized under the laws of a State in the United States of America, and if a Borrower is involved in such transaction, such surviving Person shall be a Borrower, (iv) shall be a the Loan Parties immediately prior to giving effect thereto continue to be Loan Parties immediately after giving effect thereto (or their successors as a result thereof are or become Loan Parties no later than immediately after giving effect thereto), (v) the assets and property constituting Collateral immediately prior to giving effect thereto continue to constitute Collateral immediately after giving effect thereto, (vi) the revenues and the cash and Cash Equivalents of the Loan Parties (taken as a whole) on a pro forma basis for the most recent period for which financial statements were delivered pursuant to Section 9.7 or 9.8, as applicable, shall not be reduced as a result thereof, (vii) not less than ten (10) Business Days (or such shorter period as may be agreed by the Agent in its sole discretion) prior to any such transactions or actions, the Borrowing Agent shall deliver to the Agent written notice of such transactions or actions and a general description of such transactions or actions to be taken, (viii) Agent shall have received all documents and information, including without limitation, joinders, supplemental schedules and legal opinions it may reasonably require in connection with the joinder of any new Borrower or Loan Party as required to comply with the foregoing, (ix) in connection with such transaction, not less than ten (10) Business Days (or such shorter period as may be agreed by the Agent in its sole di...
Permitted IPO Reorganization means any transactions or actions taken in connection with and reasonably related to consummating an initial public offering of Holdings or any direct or indirect parent thereof, so long as, after giving effect thereto, the security interest of the Collateral Agent in the Collateral, taken as a whole, is not materially impaired or reduced (in each case as determined by the Borrower in good faith). “Permitted Liens” means, with respect to any Person: (1) Liens Incurred in connection with workers’ compensation laws, unemployment insurance laws or similar legislation, or in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or to secure public or statutory obligations of such Person or to secure surety, stay, customs or appeal bonds to which such Person is a party, or import duties or for the payment of rent, in each case Incurred in the ordinary course of business; (2) Liens imposed by law, such as carriers’, warehousemen’s, landlords’, materialmen’s, repairman’s, construction contractors’, mechanics’ or other like Liens, in each case for sums not yet overdue by more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings) or with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect as determined in good faith by the management of the Borrower; (3) Liens for taxes, assessments or other governmental charges or levies (i) which are not yet due or payable, (ii) which are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained to the extent required by GAAP, or for property taxes on property such Person or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property or (iii) with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect; (4) Liens Incurred or deposits made in favor of the issuers of performance and surety bonds, bid, indemnity, warranty, release, appeal or similar bonds or with respect to regulatory requirements or letters of credit or bankers’ acce...
Permitted IPO Reorganization means any transactions or actions taken in connection with consummating an initial public offering of the Lead Borrower or any direct or indirect parent thereof, so long as, after giving effect thereto, neither the value of the security interest of the Collateral Agent and the Lenders in the Collateral, taken as a whole (including as to the perfection and priority thereof), nor the value of the Guaranty, taken as a whole, is materially impaired. “Permitted Junior Priority Refinancing Debt” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrowers or any other Loan Party in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured only by all or a portion of the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, (ii) such Indebtedness otherwise constitutes Credit Agreement Refinancing Indebtedness and (iii) such Indebtedness meets the Permitted Other Debt Conditions. Permitted Junior Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
Permitted IPO Reorganization means any transactions or actions taken in connection with consummating an initial public offering of the Lead Borrower or any direct or indirect parent thereof, so long as, after giving effect thereto, neither the value of the security interest of the Collateral Agent and the Lenders in the Collateral, taken as a whole (including as to the perfection and priority thereof), nor the value of the Guaranty, taken as a whole, is materially impaired. “Permitted Junior Priority Refinancing Debt” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrowers or any other Loan Party in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured 57
Permitted IPO Reorganization means the reorganization of certain Group Members to be completed in connection with the Initial Public Offering of Memec US PubCo, as more specifically set forth in the PWC Reorganization Paper and summarized on Schedule 1.1(f).