Holding Company Reorganization. The Parties agree that Purchaser may, with the prior written consent of Sellers, reorganize prior to the Closing such that Purchaser may become a direct or indirect, wholly-owned Subsidiary of Holding Company on such terms and in such manner as is reasonably acceptable to Sellers, and Purchaser may assign all or a portion of its rights and obligations under this Agreement to Holding Company (or one or more newly formed, direct or indirect, wholly-owned Subsidiaries of Holding Company) in accordance with Section 9.5. In connection with any restructuring effected pursuant to this Section 6.33, the Parties further agree that, notwithstanding anything to the contrary in this Agreement (a) Parent shall receive securities of Holding Company with the same rights and privileges, and in the same proportions, as the Parent Shares and the Parent Warrants, in each case, in lieu of the Parent Shares and Parent Warrants, as Purchase Price hereunder, (b) Canada, New VEBA and Sponsor shall receive securities of Holding Company with the same rights and privileges, and in the same proportions, as the Canada Shares, VEBA Shares, VEBA Warrant and Sponsor Shares, as applicable, in each case, in connection with the Closing and (c) New VEBA shall receive the VEBA Note issued by the same entity that becomes the obligor on the Purchaser Assumed Debt.
Holding Company Reorganization. The Company at any time may consummate a Holding Company Reorganization, provided that (i) immediately after giving effect thereto, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) the Company shall cause the Holding Company to (A) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assets) and such joinder agreements, amendments and supplements to the applicable Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Credit Parties, a Lien on all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instruments, in each case in form and substance reasonably satisfactory to the Administrative Agent, and shall take all actions as may be required to preserve the enforceability of the Loan Documents, (iii) each Guarantor shall have confirmed in writing that its Guarantee shall apply to the Obligations of the Borrower notwithstanding the occurrence of the Holding Company Reorganization, (iv) the Administrative Agent shall have received such officers’ certificates and opinions of counsel as it may reasonably request in connection with such transaction, (v) the direct or indirect holders of the Capital Stock of the Holding Company immediately following such Holding Company Reorganization are substantially the same as the holders of the Company’s Capital Stock immediately prior to such Holding Company Reorganization, (vi) the revised organizational structure of the Holding Company, the Company and the Subsidiaries shall be reasonably satisfactory to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.
Holding Company Reorganization. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that (i) so long as no Default or Event of Default has occurred and is continuing and (ii) the Borrower is in pro forma compliance with the financial covenant set forth in Section 7.7 and the Debt Incurrence Test, in each case after giving effect to such Holding Company Reorganization (regardless of whether a Suspension Period is in effect at such time), the Borrower and its Subsidiaries may complete a Holding Company Reorganization. In furtherance of this Section 13.1, each Lender hereby irrevocably authorizes the Administrative Agent, on behalf of such Lender and without further action or consent by such Lender, to enter into amendments or modifications to this Agreement or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of such Holding Company Reorganization; provided that:
Holding Company Reorganization. 85 Section 6.34 Transfer of Promark Global Advisors Limited and Promark Investment Trustees Limited Equity Interests. 86 Section 6.35 Transfer of Equity Interests in Certain Subsidiaries. 86
Holding Company Reorganization. Borrower may merge with a Wholly-Owned Subsidiary of the Holding Company as contemplated by the Proxy Statement (the “Holding Company Reorganization”) so long as at the time of such transaction:
Holding Company Reorganization. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that (i) so long as no Default or Event of Default has occurred and is continuing and (ii) the Borrower is in pro forma compliance with the financial covenant set forth in Section 7.8 after giving effect to such Holding Company Reorganization, the Borrower and its Subsidiaries may complete a Holding Company Reorganization. In furtherance of this Section 13.1, each Lender hereby irrevocably authorizes the Administrative Agent, on behalf of such Lender and without further action or consent by such Lender, to enter into amendments or modifications to this Agreement or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of such Holding Company Reorganization; provided that:
Holding Company Reorganization. (a) It is understood and agreed by the parties hereto that the Bank has entered into that certain Plan of Merger and Merger Agreement with Floridian (the “Merger Agreement”), pursuant to which the Bank is to be merged with an interim bank subsidiary of Floridian, with the result that the Bank will become a wholly-owned subsidiary of the Floridian (the “Reorganization”). The Reorganization is intended to enable the Bank to realize the benefits of a holding company structure to raise additional capital to facilitate the future growth of the Bank and the accomplishment of the Bank’s strategic plans.
Holding Company Reorganization. The Bank may, within a reasonable period of time after the Closing and the consummation of the Proposed Acquisition, and prior to the First Filing Deadline, form a bank holding company in accordance with applicable requirements of the bank holding company regulations and the laws of the State of Georgia. Under current Georgia law, the formation of a bank holding company will require a vote of the shareholders of the Bank and any shareholders voting against the plan of reorganization shall be entitled to the rights and remedies of a dissenting shareholder under Georgia corporate law. To the extent the Bank completes a reorganization prior to the First Filing Deadline or the Effectiveness Deadline, as the case may be, where the Common Shares are exchanged for securities of a newly formed holding company of the Bank (“Holding Company Reorganization”), the obligations of the Bank pursuant to Sections 4(c), 4(e) and 4(f) shall then become the obligations of the newly formed holding company of the Bank.
Holding Company Reorganization. Without the prior written consent of Farnsworth, which shall nxx xx xxxxasonably withheld or delayed, the Boards of Directors of Sterling and Sterling Bank shall not amend, in a manner adverse to Farnsworth or its shareholxxxx, xx terminate the Plan of Acquisition dated April 26, 2006 and approved by the New Jersey Department of Banking on May 22, 2006, which provides for the Holding Company Reorganization other than to extend the deadline for completion of the Holding Company Reorganization to March 31, 2007.
Holding Company Reorganization. (a) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that the Consolidated Companies may complete a Holding Company Reorganization; provided that:
