Post-Closing Restructuring definition

Post-Closing Restructuring means, collectively, all intercompany transactions between Ultimate Parent and one or more of its Subsidiaries or among two or more Subsidiaries that, in each case, do not result in a change of jurisdiction of organization of the Borrower or involve the release of Ultimate Parent, Intermediate Parent, Actavis or Actavis SCS as a Guarantor under this Agreement.

Post-Closing Restructuring means a transaction consummated after the Closing Date pursuant to which TTD intends to form a new wholly-owned Foreign Subsidiary (“Newco”) and transfer all of the Equity Interests owned by TTD in The UK Trade Desk Ltd. to such Newco (i) in exchange for the issuance of Equity Interests in such Newco to TTD or (ii) as a shareholder contribution to Newco’s share premium account.

Post-Closing Restructuring means the restructuring that Buyer shall accomplish within the 10 Business Days following the Closing Date and which will include (i) the merging of Edin into Sylvan, and (ii) the merging of Ins tituto 1 into Desup.

Examples of Post-Closing Restructuring in a sentence

• Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (exclusive of stock dividends and cash dividends paid to any Loan Party); provided that the foregoing restriction will not apply (x) if, immediately before and after giving effect to such declaration, no Event of Default shall have occurred and be continuing or (y) to any Restricted Payment or other transaction in connection with the Post-Closing Restructuring.

• Make any Investment if, immediately before and after giving effect to such Investment, an Event of Default shall have occurred and be continuing; provided that the foregoing restriction will not apply to Investments made (i) in the ordinary course of business or required in connection with the Receivables Purchase Documents or (ii) as part of the Post-Closing Restructuring.

• Any (interim) cash or share dividend or other distribution made in respect of Preference Shares not tendered under the Offer after the Settlement Date will be deducted pro rata from the price per Preference Share for the purpose of establishing such price in any Buy-Out (as defined in Section 6.10.3 (Buy-Out)) or other measure contemplated by Section 6.10.5 (Post-Closing Restructuring Measures).

• Contact hours awarded for clinical supervision shall not be applied to the three contact hour requirement for ethics.

• Schedule 2.7 of the Disclosure Letter may designate one or more of the Restructuring Activities to be completed after the Closing (the “Post-Closing Restructuring Activities” ), and Buyer and Seller will use commercially reasonable efforts to implement the Post-Closing Restructuring Activities after the Closing Date at the sole cost and expense of Seller, with the exception of Transfer Taxes which shall be allocated pursuant to Section 6.8(b).

More Definitions of Post-Closing Restructuring

Post-Closing Restructuring means, collectively, all intercompany transactions between Parent and one or more of its Subsidiaries or among two or more Subsidiaries that, in each case do not result in a change of jurisdiction of the Borrower or involve the release of Parent or, so long as Actavis is an obligor in respect of the 5.00% Senior Notes due 2014, the 6.125% Notes due 2019, the 1.875% Senior Notes due 2017, the 3.250% Notes due 2022 or the 4.625% Notes due 2042 due pursuant to that certain Base Indenture, dated as of August 24, 2009, as amended and supplemented through the Third Supplemental Indenture, dated as of October 2, 2012 (collectively, the “Existing Notes”), as a Guarantor under this Agreement.

Post-Closing Restructuring has the meaning set forth in Section 7.4(a). LA_LAN01:362972.20

Post-Closing Restructuring means, collectively, all intercompany transactions between Ultimate Parent and one or more of its Subsidiaries or among two or more Subsidiaries that, in each case do not result in a change of jurisdiction of the Borrower to a jurisdiction other than Luxembourg, Ireland, Bermuda, Puerto Rico or the United States or a political subdivision thereof or involve the release of (a) Ultimate Parent as a Guarantor under this Agreement, (b) so long as Actavis is an obligor in respect of the 5.00% Senior Notes due 2014, the 6.125% Notes due 2019, the 1.875% Senior Notes due 2017, the 3.250% Notes due 2022 or the 4.625% Notes due 2042 due pursuant to that certain Base Indenture, dated as of August 24, 2009, as amended and supplemented through the Third Supplemental Indenture, dated as of October 2, 2012 (collectively, the “Existing Notes”), Actavis as a Guarantor under this Agreement or (c) so long as Actavis SCS is an obligor in respect of the 1.300% Notes due 2017, the 2.450% Notes due 2019, the 3.850% Notes due 2024 or the 4.850% Notes due 2044, Actavis SCS as a Guarantor under this Agreement.

Post-Closing Restructuring means, collectively, all intercompany transactions between Ultimate Parent and one or more of its Subsidiaries or among two or more Subsidiaries that, in each case do not result in a change of jurisdiction of the Borrower to a jurisdiction other than Luxembourg, Ireland, Bermuda, Puerto Rico or the United States or a political subdivision thereof or involve the release of (i) for so long as any Loans are guaranteed thereby, Ultimate Parent, (ii) prior to the Discharge of the Tranche A-2 Guaranteed Obligations or the guarantee thereof by Ultimate Parent, Intermediate Parent or (iii) so long as Actavis is an obligor in respect of the 5.00% Senior Notes due 2014, the 6.125% Notes due 2019, the 1.875% Senior Notes due 2017, the 3.250% Notes due 2022 or the 4.625% Notes due 2042 due pursuant to that certain Base Indenture, dated as of August 24, 2009, as amended and supplemented through the Third Supplemental Indenture, dated as of October 2, 2012 (collectively, the “Existing Notes”), as a Guarantor under this Agreement.

Post-Closing Restructuring means each of the transactions identified in Part II of Exhibit F hereto.

Post-Closing Restructuring means, collectively, all intercompany transactions between Ultimate Parent and one or more of its Subsidiaries or among two or more Subsidiaries that, in each case do not result in a change of jurisdiction of any Borrower to a jurisdiction other than Luxembourg, Ireland, Bermuda, Puerto Rico or the United States or a political subdivision thereof or involve the release of Ultimate Parent or, so long as Xxxxxx Xxxxxxxx Finance is an obligor in respect of the WC Notes, Xxxxxx Xxxxxxxx Finance as a Guarantor under this Agreement.

Post-Closing Restructuring means actions that the Parent or Buyer may in their sole discretion take at or after the Closing in order to reasonably simplify the legal entity and regulatory structure of Parent and their Affiliates, including NewCo, ScotCo and their Subsidiaries (which actions may include consolidating the operations of one or more of NewCo, ScotCo and their Subsidiaries with one or more other Subsidiaries of Parent by way of merger, asset transfer, dissolution or otherwise), such actions being part of the transactions expressly contemplated by this Agreement.