Permitted Restructuring Transactions means the transactions described in the restructuring memorandum dated September 30, 2013 with respect to Pacer International Inc. and delivered to the Lead Arrangers on February 25, 2014.
Permitted Restructuring Transactions means, collectively, any mergers, consolidations, reorganizations, transfers, dividends, distributions, intercompany Dispositions or Investments and related Indebtedness (collectively for purposes of this definition, “transfers”) either (1) undertaken concurrently with, or within the 36-month period following, the consummation of any Material Acquisition, in order to achieve synergies or tax efficiencies related to such Material Acquisition and integration thereof (as reasonably determined by the Borrower), or (2) undertaken in connection with corporate reorganizations in the ordinary course of business consisting of (x) transfers of any assets of any Foreign Subsidiary to any other Foreign Subsidiaries (direct or indirect), (y) transfers of the Equity Interests of any Foreign Subsidiary and any intercompany loans held by any Loan Party with respect to which such Foreign Subsidiary is the obligor to any other Foreign Subsidiaries (direct or indirect) or (z) the conversion to Equity Interests or the forgiveness of Indebtedness owed by a Foreign Subsidiary to any Loan Party; provided that (i) after giving effect to any such Permitted Restructuring Transaction, the security interests of the Secured Parties in the Collateral, taken as a whole, are not materially and adversely impaired and (ii) at the time of any such Permitted Restructuring Transaction, no Default or Event of Default has occurred and is continuing or would result therefrom.
Permitted Restructuring Transactions means, collectively, any transfers, dividends, distributions, intercompany Dispositions or Investments (collectively for purposes of this definition, “transfers”) either (1) to be undertaken concurrently with, or within the 36-month period following, the Closing Date, in order to achieve synergies related to the Acquisition and integration thereof (as reasonably determined by the Borrower Representative) or (2) in connection with corporate reorganizations in the ordinary course of business, in each case of clause (1) and (2) to the extent consisting of (x) transfers of any assets of any Excluded Foreign Subsidiary to any Excluded Foreign Subsidiary (direct or indirect) or (y) transfers of the Equity Interests of any Excluded Foreign Subsidiary and any intercompany loans held by any Loan Party with respect to which such Excluded Foreign Subsidiary is the obligor to any other Excluded Foreign Subsidiaries (direct or indirect) or (z) the conversion to equity interests or the forgiveness of Indebtedness owed by a wholly-owned Excluded Foreign Subsidiary to any Loan Party.
Examples of Permitted Restructuring Transactions in a sentence
Maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, and casualty excepted and Permitted Dispositions and Permitted Restructuring Transactions excepted, and comply with the material provisions of all material leases to which it is a party as lessee, so as to prevent the loss or forfeiture thereof, unless such provisions are the subject of a Permitted Protest.
Pacer International and its Restricted Subsidiaries may consummate Permitted Restructuring Transactions.
Investments in connection with Permitted Restructuring Transactions.
More Definitions of Permitted Restructuring Transactions
Permitted Restructuring Transactions means, collectively, any transfers, dividends (other than dividends paid directly or indirectly by the Borrower), distributions, intercompany Dispositions or Investments and related Indebtedness (collectively for purposes of this definition, “Transfers”) either (1) undertaken in order to achieve synergies or tax efficiencies related to the Acquisition and integration thereof (as reasonably determined by the Borrower) or (2) in connection with a corporate reorganization of the Borrower’s and the Company’s existing subsidiaries, in any case under clauses (1) and (2), comprised of (a) the Transfer of the Foreign Subsidiaries of the Company as of the Closing Date to become indirectly owned by the Borrower through MKS Instruments Holdings Limited or MKS International Holdings Limited (together, the “UK Holding Companies”) and (b) any other Transfers consisting of (w) Transfers of Intellectual Property to a Subsidiary of the Company which is organized under the laws of Singapore in exchange for one or more Notes, cash or Cash Equivalents and/or other consideration, (x) Transfers of any assets of any Foreign Subsidiary to any other Foreign Subsidiaries (direct or indirect), (y) Transfers of the Equity Interests of any Foreign Subsidiary and any intercompany loans held by any Loan Party with respect to which such Foreign Subsidiary is the obligor to any other Foreign Subsidiaries (direct or indirect) or (z) the conversion to Equity Interests or the forgiveness of Indebtedness owed by a Foreign Subsidiary to any Loan Party; provided that for each Transfer under clauses (a) and (b), (i) each Wholly Owned Domestic Subsidiary and Loan Party immediately before giving effect thereto will continue to be a Wholly Owned Domestic Subsidiary and Loan Party, respectively, after giving effect thereto, (ii) immediately before and after giving effect thereto, no Default or Event of Default will have occurred and be continuing and (iii) in the case of clause (b), the synergies or tax efficiencies resulting from the Transfer are reasonably expected to result in a material economic benefit to the Borrower and its Restricted Subsidiaries, taken as a whole.
Permitted Restructuring Transactions means any one or more of the following transactions:
Permitted Restructuring Transactions means, collectively, any dividends and distributions (other than dividends and distributions paid or made directly or indirectly by the Borrower) or intercompany dispositions, transfers or Investments undertaken concurrently with, or within the 24-month period following, the consummation of the Acquisition, in order to achieve synergies or tax efficiencies related to the Acquisition and integration thereof (as reasonably determined by the Borrower); provided that no such transactions shall (i) individually or in the aggregate, materially and adversely impact the interest of Secured Parties in the Collateral or (ii) result in the disposition, transfer or migration of assets owned by a Credit Party (including Intellectual Property (it being understood that intercompany licenses and sub-licenses of Intellectual Property shall be permitted) but excluding Capital Stock of Persons that are not Credit Parties) to a Person that is not a Credit Party.
Permitted Restructuring Transactions means, collectively, any transfers, dividends (other than dividends paid directly or indirectly by the Borrower), distributions, intercompany Dispositions or Investments and related Indebtedness (collectively for purposes of this definition, “Transfers”) either
Permitted Restructuring Transactions means, collectively, any transfers, dividends (other than dividends paid directly or indirectly by the Borrower), distributions, intercompany Dispositions or Investments and related Indebtedness (collectively for purposes of this definition, “Transfers”) either (1) undertaken concurrently with, or within the 27-month period following, the consummation of the Acquisition, in order to achieve synergies or tax efficiencies related to the Acquisition or the ESI Acquisition and integration thereof (as reasonably determined by the Borrower) or (2) in connection with a corporate reorganization of the Borrower’s and, the Company’s and ESI’s existing subsidiaries, in any case under clauses (1) and (2), comprised of (a) the Transfer of the Foreign Subsidiaries of the Company as of the Closing Date to become indirectly owned by the Borrower through MKS Instruments Holdings Limited or MKS International Holdings Limited (together, the “UK Holding Companies”), (b) the Transfer of the stock of MKS Instruments Israel Ltd. to one of the UK Holding Companies, (c) the Transfer of the stock of Newport Ophir Holdings Ltd. to one of the UK Holding Companies, (d) the conversion to equity of up to $242 million in principal amount of promissory notes issued by Newport Ophir Holdings Ltd. to the Company and (e) any other Transfers consisting of (w) Transfers of Intellectual Property to a Subsidiary of ESI which is organized under the laws of Singapore in exchange for one or more Notes, cash or Cash Equivalents and/or other consideration, (x) Transfers of any assets of any Foreign Subsidiary to any other Foreign Subsidiaries (direct or indirect), (y) Transfers of the Equity Interests of any Foreign Subsidiary and any intercompany loans held by any Loan Party with respect to which such Foreign Subsidiary is the obligor to any other Foreign Subsidiaries (direct or indirect) or (z) the conversion to Equity Interests or the forgiveness of Indebtedness owed by a Foreign Subsidiary to any Loan Party; provided that (A) for each Transfer under clauses (a) through (e), (i) each Wholly Owned Domestic Subsidiary and Loan Party immediately before giving effect thereto will continue to be a Wholly Owned Domestic Subsidiary and Loan Party, respectively, after giving effect thereto, (ii) immediately before and after giving effect thereto, no Default or Event of Default will have occurred and be continuing and (iii) in the Administrative Agent shall have received a certificate of a Responsible Offi...
Permitted Restructuring Transactions means the transactions set forth on Schedule 1.1(b).
Permitted Restructuring Transactions means, collectively, those restructuring transactions described on Schedule 1.01(P), together with any ancillary or related transactions approved by Administrative Agent that do not result in any assets (including Capital Stock) transferred from a Credit Party to any Person that is not a Credit Party.