Approved Restructuring definition

Approved Restructuring means a series of transactions (including the making of inter-company loans and capital contributions, share issuances, share redemptions (which may occur at a premium) and the amendment of the Operating Documents of certain Borrower Subsidiaries to permit such capital contributions, share issuances and share redemptions (which may occur at a premium)) that may occur over a period of time, to transfer the Borrower’s ownership interests in certain Borrower Subsidiaries to one or more newly formed Borrower Subsidiaries (each such newly formed Borrower Subsidiary, a “Holdco Subsidiary”) each of which shall (i) be wholly owned by the Borrower, (ii) otherwise meet all requirements for all other Borrower Subsidiaries under the Credit Agreement, (iii) become a party to the Security Trust Agreement and, pursuant to the terms thereof, pledge its ownership interests in each of the Borrower Subsidiaries that it owns and (iv) have its ownership interests pledged by the Borrower pursuant to the terms of the Security Trust Agreement; provided that the Administrative Agent shall have received one or more Opinions of Counsel with respect to such transactions addressing substantive consolidation and compliance with Irish corporate law.
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Approved Restructuring means a restructuring transaction (or series of transactions) to be implemented through (a) prior to the occurrence of a Plan Election, an Acceptable Sale Transaction or (b) following the occurrence of a Plan Election, an Acceptable Plan, in each case with the consent of the Required IC Lenders, the Required Lenders and the Required First Lien Lenders, with terms and conditions and definitive documents acceptable to the Required IC Lenders, the Required Lenders and the Required First Lien Lenders, in each case in their sole discretion (including, except as otherwise agreed by the Required IC Lenders, the Required Lenders and the Required First Lien Lenders, in each case in their sole discretion, as such terms, conditions and/or documents are amended, restated, amended and restated, supplemented, superseded and/or otherwise modified).
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Approved Restructuring has the meaning specified on Schedule A-1.
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Examples of Approved Restructuring in a sentence

  • Except as otherwise required to effectuate an Approved Restructuring, the Borrower shall not, and shall not cause or permit any Borrower Subsidiary to, modify, amend, or alter any of its Organizational Documents or its Operating Documents without the prior written consent of the Administrative Agent.

  • Following the Approved Restructuring, the revised Schedule 6.13 delivered to Agent by Parent shall list all trade names or styles under which Parent or any of its Subsidiaries will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable.

  • Unless extended by the Lenders Steering Committee, Company shall adopt such an Approved Restructuring Plan by October 1, 2009 and shall comply with such plan at all times thereafter.

  • Company will use its best efforts (subject to the directors’ fiduciary duties and Lenders Steering Committee’s obligation to negotiate in good faith) to have an Approved Restructuring Plan (which shall not require the sale of any assets to one or more of the Lenders Steering Committee) acceptable to Company adopted by August 14, 2009 and shall comply with such plan in all material respects at all times thereafter.

  • Schedule 6.26 hereto sets forth as of the Closing Date all material agreements and contracts to which Parent, the Borrower or any of their Subsidiaries is a party or is bound as of the date hereof which AMD (prior to the Approved Restructuring) or Parent (after the Approved Restructuring) is required to disclose to the SEC in accordance with the Exchange Act.

  • Following the Approved Restructuring, the revised Schedule 6.5 delivered to Agent by Parent shall set forth a correct and complete list of the name and relationship to Parent of each and all of the Parent’s Subsidiaries and other Affiliates.

  • Following the Approved Restructuring, the revised Schedule 6.11 delivered to Agent by Parent shall set forth, as of the closing date of the Approved Restructuring, a correct and complete list of all Real Estate owned by Parent and all Real Estate owned by any of its Subsidiaries, all leases and subleases of real property held by Parent or the Borrower as lessee or sublessee, and all leases and subleases of real property held by Parent and the Borrower as lessor, or sublessor.

  • Lender hereby expressly approves the Approved Restructuring, provided that Borrower remains a wholly owned subsidiary of Bancorp.

  • Company shall comply in all material respects with the Approved Restructuring Plan at all times.

  • Each Secured Party hereby further authorizes Administrative Agent and/or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to enter into one or more intercreditor agreements as the agent for and representative of Secured Parties with respect to the Collateral in accordance in all material respects with the Approved Restructuring Plan.


More Definitions of Approved Restructuring

Approved Restructuring means, as determined in the sole discretion of the Board of Directors of the Company, a successful transition of Holiday's management role at Alterra to Alterra personnel and a successful restructuring of Alterra's capital structure.
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Approved Restructuring means a restructuring transaction (or series of transactions) to be implemented through (a) prior to the occurrence of a Sale Toggle Event, an Acceptable Plan or (b) following the occurrence of a Sale Toggle Event, an Acceptable Sale Transaction, in each case in form and substance satisfactory to the Required Lenders in their sole discretion (including, except as otherwise agreed by the Required Lenders, all ancillary documents related to such transactions and as such terms, conditions and/or documents are amended, restated, amended and restated, supplemented, superseded and/or otherwise modified).
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Approved Restructuring means (A) the restructuring transactions Transaction” contemplated by the RSA (which at the time of signing this Agreement have the requisite levels of support to be approved by the United States Bankruptcy Court, which approval is expected to be obtained at a hearing on or around 17 April 2018) or (B) a restructuring transaction which is approved by each of Seadrill, AOD (including the directors of AOD appointed by Mermaid and the directors of AOD appointed by RigCo) and by Mermaid whether under a replacement restructuring support and lock-up agreement or otherwise. “AOD Bye-Laws” means the bye-laws of AOD originally adopted on 1 November 2010 and as subsequently amended from time to time. “AOD Facility Agreement” means the US$360,000,000 senior secured credit facility agreement originally dated 9 April 2013 between, amongst others, the AOD Subsidiaries as borrowers, AOD and Seadrill as guarantors, and ABN AMRO Bank N.V. as agent. “AOD Shareholders’ means the shareholders’ agreement in respect of Agreement” AOD dated 8 March 2013 between Seadrill and Mermaid. “AOD Transactions” means the transactions contemplated in the Term Sheet. “Arbitrator” means a sole arbitrator located in Singapore to be appointed under the SIAC Rules. “Authorisation” means any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or
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Approved Restructuring. ()sts" means, to the extent approved as unde.r: a
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Approved Restructuring has the meaning ascribed to such term in Section 5.2.1.
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Related to Approved 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.

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

  • 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.

  • 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.

  • Restructuring Agreement shall have 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 has the meaning set forth in the Recitals.

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

  • 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 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.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

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

  • 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.

  • Sponsor Management Agreement means the Management Agreement between certain of the management companies associated with the Sponsors and the Borrower.

  • Restructuring Term Sheet means the term sheet attached as Exhibit A to the Restructuring Support Agreement.

  • Existing Management Agreement means that certain management agreement between the Seller and the Existing Manager for the operation and management of the Hotel.

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

  • Management Agreement means the agreement to be entered into between the Borrower and the Manager providing for the ship management and crewing services of the Vessel, such agreement to be in the form and on the terms and conditions required by the Agent;

  • 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.

  • 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.

  • 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.

  • 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.

  • Development Agreements means all development, utility or similar agreements included in the Permitted Encumbrances.

  • Property Management Agreement means any Property Management Agreement between the Company and the Property Manager.