Definition of Post-Closing Restructuring Transactions
Post-Closing Restructuring Transactions means, collectively, the internal restructuring transactions to be undertaken by the U.S. Borrower and its Restricted Subsidiaries concurrently with, or within the 12-month period following, the Closing Date, including (i) transfers of (x) any assets of any direct or indirect Foreign Subsidiary of the Acquired Business or (y) the Equity Interests of any direct or indirect Foreign Subsidiary of the Acquired Business from the Acquired Business or any U.S. Subsidiary thereof to, in the case of clause (x) or (y), Foreign Subsidiaries (direct or indirect) of the U.S. Borrower, (ii) the formation of a new European holding company as an indirect wholly-owned subsidiary of the U.S. Borrower and the contribution of some or all of the U.S. Borrower's direct or indirect Foreign Subsidiaries (including, following the Closing Date, the direct and indirect foreign subsidiaries of the Acquired Business) to such entity, (iii) any related incurrence of intercompany Indebtedness (which shall be Subordinated Indebtedness if owed by a U.S. Loan Party to a Foreign Subsidiary) and any related intercompany transactions that the U.S. Borrower deems reasonably necessary or beneficial in connection therewith. The pro forma summary corporate structure chart, after giving effect to the Post-Closing Restructuring Transactions, is set forth on Schedule 1.01(h).
Examples of Post-Closing Restructuring Transactions in a sentence
Except for the issuance or sale of Qualified Equity Interests of Parent and the issuances or sales of Equity Interests by a Loan Party to another Loan Party pursuant to the Post-Closing Restructuring Transactions, issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests.
The Investor and the DC Contributors shall cooperate with each other and shall cause their respective Affiliates and the officers, employees, agents, and representatives of themselves and their respective Affiliates to cooperate with each other and use reasonable best efforts to ensure the timely and orderly completion of the Post-Closing Restructuring Transactions.