Subsidiary Restructuring definition

Subsidiary Restructuring means the transactions necessary to consolidate the Operating Subsidiaries consistent with the those described in the Plan Term Sheet including, but not limited to, the merger of ANMC and MSI with and into McCaw, the dissolution of Mobilfone and the Asset Transfer.
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Subsidiary Restructuring means the transactions set forth in the slide deck, previously delivered to the Administrative Agent, titled “Zynga Inc. International operating model realignment April 2020 DRAFT for discussion purposes only”.
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Subsidiary Restructuring means the merger and/or conversion of certain Subsidiaries of the Parent in existence on the Closing Date, as more fully described on S chedule 1.03 annexed hereto.
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Examples of Subsidiary Restructuring in a sentence

  • A description of the Subsidiary Restructuring Transactions as presently contemplated is attached hereto as Exhibit IV.B.1.

  • The Subsidiary Restructuring Transactions will include all mergers, consolidations, reorganizations, asset transfers and dissolutions that the Debtors determine to be necessary or appropriate.

  • On the Effective Date, subject to the Subsidiary Restructuring Transactions, Allowed Interests in Class 18 will be Reinstated.

  • On the Effective Date, subject to the Subsidiary Restructuring Transactions, Allowed Interests in Class 21 will be Reinstated.

  • Section 5.04 is amended by the addition of the following further PROVISO thereto: and PROVIDED FURTHER that nothing in this Section 5.04 shall prohibit the liquidation of Subsidiaries in Germany, Brazil, Venezuela and Japan in connection with the Restructuring so long as none of such Subsidiaries is at the time an Eligible Subsidiary ("Restructuring Subsidiaries").

  • Subsidiary Restructuring In July 2021, CEI North filed a petition with the IURC for the approval of a new financial services agreement and the confirmation of CEI North’s financing authority, and final orders were issued by the IURC on December 28, 2021.

  • On the Effective Date, subject to the Subsidiary Restructuring Transactions, Allowed Interests in Class 16 will be Reinstated.

  • Borrower, the Subsidiary Guarantors and the Lenders signatory hereto agree to amend the definition of Consolidated Net Income and to waive certain provisions identified below under the Credit Agreement in order to permit the Luxemburg Restructuring (as defined below) and the Foreign Subsidiary Restructuring (as defined below), subject to the terms and conditions of this Amendment.

  • In addition, SBC agrees that prior to the Closing it shall cause to occur the transactions specified on Schedule 4.22(a) of the SBC Disclosure Letter or shall cause to occur similar transactions such that the SBC Companies own all of the Business of SBC which shall be contributed to Newco in accordance with the terms of this Agreement (the "SBC Subsidiary Restructuring").

  • Restricted Payment; Restricted Subsidiary; Restructuring Credit Facility; Revolving Credit Facility; Sale/Leaseback Transaction; Secured Indebtedness; Significant Subsidiary; Strategic Assets; Subordinated Obligation; Term Loan Facility; Total Assets; Unrestricted Subsidiary; and Vendor.


More Definitions of Subsidiary Restructuring

Subsidiary Restructuring means (i) the non-cash transfer of the ownership interests held by GMT or any other Subsidiary of the Company in Gassonic AS, General Monitors Pacifica Pte Ltd., Wuxi General Monitors Co Ltd and/or General Monitors (HK) Co Ltd., and (ii) the non-cash transfer of the ownership interests held by General Monitors, LLC or any other Subsidiary of the Company in General Monitors Systems Asia Pte Ltd., in each case, to any other Subsidiary of the Company.
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Subsidiary Restructuring shall have the meaning set forth in Section 4.22(b). "Target BellSouth Net Debt" $3,150,000,000.
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Subsidiary Restructuring means the merger and/or conversion of certain Subsidiaries of the Parent in existence on the Closing Date, as more fully described on Schedule 1.03 annexed hereto.
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Subsidiary Restructuring means the restructuring of the Subsidiaries in the manner described in PART 11.1 OF ANNEX 3 with such changes thereto which shall be approved by the Required Holders. SUBSIDIARY STOCK -- Section 7.7(b). SUBSIDIARY SUBORDINATED GUARANTEES -- Section 3.6.
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Related to Subsidiary Restructuring

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the holders of the Notes (as determined by the Company in good faith).

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Subsidiary Financing Agreement means the agreement to be entered into between the Borrower and PPWSA pursuant to Section 3.02 of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Financing Agreement.

  • Subsidiary Redesignation shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

  • Subsidiary REMIC As described in the Preliminary Statement.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Unrestricted Subsidiary Indebtedness of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary (i) as to which neither the Company nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt of the Company or any Restricted Subsidiary to any Affiliate, in which case (unless the incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time of incurrence) the Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such Indebtedness to the extent guaranteed at the time such Affiliate is designated an Unrestricted Subsidiary and (ii) which, upon the occurrence of a default with respect thereto, does not result in, or permit any holder of any Indebtedness of the Company or any Restricted Subsidiary to declare, a default on such Indebtedness of the Company or any Restricted Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • Non-Restricted Subsidiary means any Subsidiary that the Company’s Board of Directors has in good faith declared pursuant to a written resolution not to be of material importance, either singly or together with all other Non-Restricted Subsidiaries, to the business of the Company and its consolidated Subsidiaries taken as a whole.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Foreign Restricted Subsidiary means any Restricted Subsidiary that is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

  • Permitted Subsidiary Indebtedness means any of the following:

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

  • Significant Restricted Subsidiary means any Restricted Subsidiary, or group of Restricted Subsidiaries, that would, taken together, be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the date of this Indenture.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Converted Restricted Subsidiary has the meaning specified in the definition of “Consolidated EBITDA.”

  • Restructuring Agreement shall have the meaning set forth in the recitals.