UK Restructuring definition

UK Restructuring is hereby added to Section 9.1 to read as follows: UK RESTRUCTURING - means (i) the creation by the Company of the Scottish Partnership, the Luxembourg Subsidiary and the English Special Purpose Subsidiary, (ii) the capitalization of the Scottish Partnership with CAC UK stock by the Company, (iii) Intercompany Loans from time to time from the Company to the Scottish Partnership in an amount substantially equivalent to the fair market value of assets being transferred to the English Special Purpose Subsidiary at such time by CAC UK, provided that such Intercompany Loans are substantially contemporaneously repaid pursuant to clauses (ix) and (x) of this definition, (iv) the contribution of a nominal amount of capital to the Luxembourg Subsidiary, (v) the contributions to capital from time to time by the Scottish Partnership to the English Special Purpose Subsidiary out of the proceeds of the Company's substantially contemporaneous loan to the Scottish Partnership under clause (iii) of this definition, (vi) Intercompany Loans from time to time by the Scottish Partnership to the Luxembourg Subsidiary out of the proceeds of the Company's substantially contemporaneous loan to the Scottish Partnership under clause (iii) of this definition, (vii) Intercompany Loans from time to time by the Luxembourg Subsidiary to the English Special Purpose Subsidiary substantially equivalent in amount to the substantially contemporaneous loan made to the Luxembourg Subsidiary by the Scottish Partnership, (viii) transfers from time to time of Advances (and its rights in the related Installment Contracts or Leases) by CAC UK to the English Special Purpose Subsidiary for cash consideration in an amount substantially equivalent to the fair market value of the assets being transferred to the English Special Purpose Subsidiary at such time by CAC UK, (ix) dividends from CAC UK to Scottish Partnership in an amount substantially equal to the cash received by CAC UK in exchange for the assets transferred at such time to the English Special Purpose Subsidiary, and (x) repayments from time to time of Intercompany Loans by the Scottish Partnership to the Company.
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UK Restructuring means the restructuring transactions described in the UK Restructuring Memorandum, if and to the extent approved in writing by Agent in its discretion, provided that (i) the UK Restructuring shall not involve the liquidation of any Subsidiary without the prior written consent of Agent in each instance, and (ii) in connection with the UK Restructuring, each of Harnischfeger Finance, LLC, Harnischfeger Finance (Barbados), Inc., and Harnischfeger Holdings Ltd. shall, at Agent's election, promptly become UK Loan Parties in accordance with subsection 6.9C and other terms of this Agreement.
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UK Restructuring means the transactions described in clauses (b) and (c) of Section 4.11.
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Examples of UK Restructuring in a sentence

  • HULC shall not create or permit to exist any Lien or other claim in favor of any third party on any of its assets or revenues and shall not create or permit to exist any Indebtedness or other liabilities, contingent or otherwise, except to the extent a part of the UK Restructuring and other than any liabilities under any intercompany notes to Borrower and its Subsidiaries and tax liabilities to the extent permitted pursuant to subsections 5.7 and 6.3.

  • If Hutchinson requests that API and Seller effect the U.K. Restructuring, API and Seller agree to reasonably negotiate with Xxxxxxxxxx the terms and conditions upon which the U.K. Restructuring will be effected; provided, however, that it is understood and agreed that the U.K. Restructuring will be effected without the payment of any additional consideration to API or Seller.

  • The closing of the UK Restructuring will occur on or before the Closing Date.

  • On a Consolidated basis, maintain as of the end of each fiscal quarter a ratio of Consolidated Total Liabilities (including in the calculation thereof, for purposes of this Section 7.5, all Debt incurred by a Special Purpose Subsidiary, whether or not included therein under GAAP other than Debt represented by Intercompany Loans incurred by the English Special Purpose Subsidiary pursuant to the UK Restructuring) to the Company's Consolidated Tangible Net Worth equal to or less than 1.50 to 1.0.

  • Xxxxxxxxxx agrees to indemnify API, Seller and their respective affiliates from and against any liability of any of them for Taxes arising from the transactions contemplated by the U.K. Restructuring.

  • Subsection 8.2 of the Credit Agreement is hereby amended by deleting the phrases “Except to the extent a part of the UK Restructuring with respect to certain intercompany Indebtedness” and “(or, in the case of any such Indebtedness that is intercompany Indebtedness, beyond thirty (30) days after such failure)".

  • The provisions of Article 4 of the Employment Agreement shall continue to apply; provided, however that notwithstanding the foregoing, your continued participation in the corporate recovery and insolvency services and advice business carried on by Zolfo Cooper LLP (the “UK Restructuring Business”) and your solicitation of clients or employees in connection with your participation in the UK Restructuring Business will not be treated as a violation of your obligations to the Company under such Article 4.

  • EXHIBIT B Description of UK Restructuring Wesco has historically operated its European Hardware business through Wesco Aircraft Europe Limited.

  • Salient among the UK Restructuring Transactions is the resolution of an existing intercompany receivable owed by UKES to GBGH in the principal amount of $100 million (the “Intercompany Receivable”).

  • The Lenders party hereto hereby authorize the Administrative Agent to release, in connection with the consummation of the UK Restructuring Transactions, any and all Liens created in favor of the Administrative Agent under the Security Documents on the Equity Interests in Cephalon UK, and to execute and deliver to any Loan Party all documents that such Loan Party shall reasonably request to evidence such release.


More Definitions of UK Restructuring

UK Restructuring means (i) the creation by the Company of the Scottish Partnership, the Luxembourg Subsidiary and the English Special Purpose Subsidiary, (ii) the Company's capitalization of the Scottish Partnership with CAC UK stock, (iii) Intercompany Loans from time to time from the Company to the Scottish Partnership, directly, or indirectly through one or more holding companies, in an amount substantially equivalent to the fair market value of assets being transferred to the English Special Purpose Subsidiary at such time by CAC UK, provided that such Intercompany Loans are substantially contemporaneously repaid pursuant to clauses (ix) and (x) of this definition,
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UK Restructuring shall have the meaning set forth in Section 2.01(d).
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UK Restructuring means the restructuring effected pursuant to one or more resolutions approved by the Borrower’s Board of Directors for the purpose of (a) transferring rights in and to certain foreign Intellectual Property by the Borrower to one of the Borrower’s Subsidiaries organized in the United Kingdom (including England, Wales and Scotland) for tax planning purposes and (b) transferring 100% of the Capital Stock of OpenTable Canada Inc. and OpenTable Mexico X.xx X.X. de C.V. to Open Table UK Holding Limited if such restructuring meets all of the following requirements:
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UK Restructuring means (i) the creation by the Company of the Scottish Partnership, the Luxembourg Subsidiary and the English Special Purpose Subsidiary, (ii) the Company's capitalization of the Scottish Partnership with CAC UK stock, (iii) Intercompany Loans from time to time from the Company to the Scottish Partnership, directly, or indirectly through one or more holding companies, in an amount substantially equivalent to the fair market value of assets being transferred to the English Special Purpose Subsidiary at such time by CAC UK, provided that such Intercompany Loans are substantially contemporaneously repaid pursuant to clauses (ix) and (x) of this definition, (iv) the contribution of a nominal amount of capital to the Luxembourg Subsidiary, (v) the contributions to capital by the Scottish Partnership to the English Special Purpose Subsidiary out of the proceeds of the Company's contemporaneous loan to the Scottish Partnership under clause (iii) of this definition, (vi) Intercompany Loans from time to time by the Scottish Partnership to the Luxembourg Subsidiary out of the proceeds of the Company's contemporaneous loan to the Scottish Partnership under clause (iii) of this definition,
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Related to UK Restructuring

  • 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.

  • Restructuring has the meaning set forth in the Recitals.

  • 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.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • 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;

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

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

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

  • Permitted Tax Restructuring means any reorganizations and other activities related to Tax planning and reorganization entered into prior to, on or after the date hereof (including the Transactions) so long as such Permitted Tax Restructuring is not adverse to the Lenders in any material respect (as reasonably determined by the Borrower in good faith); provided that the Transactions shall not be considered adverse to the Lenders, in any material respect.

  • Restructuring Plan means the extrajudicial restructuring plan, filed with the Sao Paulo Bankruptcy and Reorganization Court on August 19, 2020 (the “Restructuring Plan Filing Date”), providing for the issuance of the Securities and of the New Notes in exchange for the restructuring of various financial debts of OEC and certain of its Affiliates, as duly amended from time to time.

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • Restructuring Support Agreement has the meaning set forth in the Recitals.

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

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person other than a Receivables Subsidiary.

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

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

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

  • Divestiture Agreement means any agreement between Respondents and an Acquirer (or a Divestiture Trustee appointed pursuant to Paragraph III of this Order and an Acquirer) and all amendments, exhibits, attachments, agreements, and schedules thereto, related to any of the Assets To Be Divested that have been approved by the Commission to accomplish the requirements of this Order. The term “Divestiture Agreement” includes, as appropriate, the Associated Food Stores Divestiture Agreement, the AWG Divestiture Agreement, the Haggen Divestiture Agreement, and the Supervalu Divestiture Agreement.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Restructuring Charges means any charges or expenses in respect of restructuring or consolidating any business, operations or facilities, any compensation or headcount reduction, or any other cost savings, of any Persons or businesses either alone or together with the Company or any Restricted Subsidiary, as permitted by GAAP or Regulation S-X under the Securities Act.

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