PropCo Reorganization definition

PropCo Reorganization has the meaning set forth in the Recitals.
PropCo Reorganization means the consummation of the transactions and entry into the Contracts contemplated by the Propco Term Sheet, the Memorandum of Understanding, entered into as of March 23, 2010 (the “MOU”), by and among the Xxxxxxxx Parties, FC Investor LLC, Xxxxxx Xxxxxxx, Jr., Colony Capital, LLC, and the other parties thereto from time to time, each for the purposes and in the capacities specified therein, the Settlement Agreement, entered into as of March 24, 2010 (the “Settlement Agreement”), by and among the Mortgage Lenders, the Mezz 1 Lenders, and the Junior CMBS Lenders (each as defined therein) (each as may be amended from time to time), and the Plan to reorganize Propco, including (a) the transfer of the Propco Properties to Purchaser or the Subsidiaries of Purchaser designated by Purchaser and (b) the entry into the New Propco Credit Agreement and the New Propco Land Loan Agreement and the funding of the loans contemplated to be funded thereunder on the effective date of the Plan, all with such changes as agreed to by Purchaser; provided that such changes will not adversely affect the Lenders under the Opco Credit Agreement in any material respect unless such change has been approved in writing by the Required Consenting Lenders. With respect to the confirmation, authorization or approval by the Bankruptcy Court of the Propco Reorganization, the Plan, or any other document or agreement that references the Propco Reorganization, the parties hereto acknowledge and agree that any such confirmation, authorization or approval by the Bankruptcy Court shall be limited to transactions respecting the Debtors; provided that, the Bankruptcy Court shall not prohibit any transactions included in the Propco Reorganization among non-Debtors. Notwithstanding the foregoing, to the extent that the terms of either the MOU or the Settlement Agreement conflict with the terms of this Agreement, such conflicting terms of the MOU and Settlement Agreement shall (except for purposes of Section 4.4(l)) be disregarded for the purposes of this Agreement and shall not be included in the definition of Propco Reorganization (other than for purposes of Section 4.4(l)).

Related to PropCo Reorganization

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Company Merger shall have the meaning given in the Recitals.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Business Combination Transaction means:

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Second Merger has the meaning set forth in the Recitals.