Corporate Restructuring means the transfer by a corpora- tion of part or all of its property and employees to one or more sub- sidiaries in exchange for 100% of the subsidiary’s stock.
Corporate Restructuring means the transfer of any Foreign Subsidiary (or any Capital Stock of any Foreign Subsidiary) (which transfer, for the avoidance of doubt, may take the form of a consolidation or merger) to any other Foreign Subsidiary of the Parent Borrower, or the transfer by any Foreign Subsidiary of any Domestic Subsidiary (or Capital Stock of any Domestic Subsidiary) (which transfer, for the avoidance of doubt, may take the form of a consolidation or merger) to any other Foreign Subsidiary or Domestic Subsidiary of the Parent Borrower, in each case, in connection with bona fide tax planning activities so long as (a) taken as a whole, the value of the Collateral securing the Obligations is not materially reduced and (b) the security interests of the Administrative Agent, on behalf of the Lenders, in the Collateral, taken as a whole, are not materially impaired, in each case, as reasonably determined by the Administrative Agent in consultation with the Parent Borrower.
Corporate Restructuring has the meaning set forth in Section 7.05(d).
Examples of Corporate Restructuring in a sentence
If the party is subject to a Corporate Restructuring, the creditworthiness of the Successor Entity is materially weaker than that of the party immediately before the Corporate Restructuring.
If Party "A" is subject to such Corporate Restructuring, Party "B" will only be able to trigger this Section 6(b)(2)(a)(iii) if the outstanding long term unsecured and unsubordinated indebtedness (Long Term Senior Debt) of Party "A" shall be rated lower than Baa3 by Xxxxx’x Investor Service Inc.
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More Definitions of Corporate Restructuring
Corporate Restructuring means certain Dispositions, Investments, Guarantees, other asset transfers and related transactions, substantially as described and disclosed to the Administrative Agent and the Lenders prior to the Amendment No. 4 Effective Date, pursuant to which (a) the ownership of certain Foreign Subsidiaries is transferred directly or indirectly to URS Global Holdings UK Limited, a United Kingdom corporation (“URS UK”) or AECOM Global Holdings Ireland Ltd (Ireland), (c) the Equity Interests in Flint USA are distributed from URS UK to URS Global Holdings, and (d) certain other corporate reorganization steps, including Investments, Guarantees, the formation of new Subsidiaries and Dispositions, are taken to effectuate the Corporate Restructuring, so long as in connection therewith (i) no Loan Party as of the Amendment No. 4 Effective Date shall cease to be a Loan Party solely as a result of the Corporate Restructuring, (ii) no Default or Event of Default is in existence and continuing at the time of consummation of any transaction intended to constitute a part of the Corporate Restructuring and (iii) such Corporate Restructuring transactions will not include the transfer of any material assets of any Loan Party to any non-Loan Party, except for (x) Equity Interests in Non-Loan Parties (so long as the Loan Parties continue to own such transferred Equity Interests directly or indirectly through one or more Subsidiaries) and (y) intercompany Indebtedness as disclosed to the Administrative Agent and the Lenders prior to the Amendment No. 4 Effective Date to be so transferred as part of the Corporate Restructuring.
Corporate Restructuring means a transaction that qualifies pursuant to §§ 355 or 368 of the Internal Revenue Code (26 U.S.C. §§ 355 or 368).
Corporate Restructuring. The moving of (a) any direct or indirect domestic Subsidiary to become a Subsidiary of GWI or a Subsidiary of any other domestic Subsidiary of GWI, (b) any direct or indirect European, Canadian, Australian or UK Subsidiary of GWI to become a Subsidiary of any other European, Canadian, Australian or UK Subsidiary of GWI; provided, however, that no Restricted Subsidiary shall become an Unrestricted Subsidiary as a result of such restructuring and (c) any Subsidiary to become a Subsidiary of GWI or any other Subsidiary in connection with bona fide tax planning activities; provided, however, that (w) a Restricted Subsidiary may become an Unrestricted Subsidiary as a result of such activities only so long as Consolidated Total Assets of GWI and its Restricted Subsidiaries after giving pro forma effect thereto are not less than 80% of Consolidated Total Assets of GWI and its Restricted Subsidiaries reflected on the most recent consolidated balance sheet of GWI delivered before the Restatement Effective Date, (x) a Guarantor may become a non-Guarantor as a result of such activities only so long as the Consolidated Total Assets of GWI and its Restricted Subsidiaries attributable to Loan Parties after giving pro forma effect thereto are not less than 80% of Consolidated Total Assets of GWI and its Restricted Subsidiaries attributable to Loan Parties reflected on the most recent consolidated balance sheet of GWI delivered before the Restatement Effective Date, (y) taken as a whole, the value of the Collateral securing the Obligations is not materially reduced and (z) the security interests of the Lenders in the Collateral, taken as a whole, are not materially impaired.
Corporate Restructuring means (a) the transfer of any Foreign Subsidiary (or any Equity Interests or assets in any Foreign Subsidiary) to any other Foreign Subsidiary or Domestic Subsidiary, (b) the transfer by any Foreign Subsidiary of any Domestic Subsidiary (or Equity Interests or assets in any Domestic Subsidiary) to any other Foreign Subsidiary or Domestic Subsidiary, (c) the formation of any Foreign Subsidiary, (d) the merger or consolidation of any Subsidiary with a Domestic Subsidiary (provided that if a Borrower is party to such transaction, such Borrower shall be the surviving entity), (e) the merger or consolidation of any Foreign Subsidiary with any Foreign Subsidiary (provided that if a Borrower is party to such transaction, such Borrower shall be the surviving entity) and (f) the merger or consolidation of any Subsidiary with any Domestic Credit Party (provided that (i) if the Company is a party to such transaction, the Company shall be the surviving entity, (ii) if a Borrower is party to such transaction, such Borrower shall be the surviving entity and (iii) if a Guarantor (other than Esfinco, Inc. or Esrmco, Inc., so long as the Credit Parties have not transferred any material assets to Esfinco, Inc. or Esrmco, Inc., as applicable, after the Closing Date) is a party to such transaction, such Guarantor shall be the surviving entity) in each case, in connection with bona fide tax planning activities so long as (x) taken as a whole, the value of the Collateral securing the Obligations is not materially reduced and (y) the security interests of the Administrative Agent, on behalf of the Lenders, in the Collateral, taken as a whole, are not materially impaired, in each case, as reasonably determined by the Administrative Agent in consultation with the Company.
Corporate Restructuring means any internal reorganization or restructuring transactions entered into among the Company and/or its Subsidiaries in connection with bona fide tax planning activities so long as (i) if a Borrower is party to any merger or consolidation as part of such reorganization or restructuring transactions, such Borrower shall be the surviving entity, (ii) the Company determines in good faith that such action is in the best interests of the Company and its Subsidiaries, (iii) the value of the Collateral securing the Obligations, when taken as a whole, is not materially reduced after giving effect to such reorganization or restructuring transaction (as reasonably determined by the Company in consultation with the Administrative Agent), and (iv) the security interest of the Administrative Agent, on behalf of the Lenders, in the Collateral, when taken as a whole, is not adversely impacted after giving effect to such reorganization or restructuring transaction (as reasonably determined by the Company in consultation with the Administrative Agent).
Corporate Restructuring means the disposition of Equity Interests by a Loan Party or other Material Subsidiary of an Immaterial Subsidiary to a wholly-owned Subsidiary that is not a Loan Party so long as (i) the effect of such disposition could not reasonably be expected to be materially adverse to the interests of the Lenders, (ii) Borrower provided Agent with written notice at least fifteen (15) Business Days (or a shorter period of time acceptable to Agent) prior to the anticipated closing date of such disposition, and (iii) Agent has provided prior written consent to such disposition.
Corporate Restructuring means certain Dispositions, Investments, Guarantees, other asset transfers and related transactions, substantially as described and disclosed to the Administrative Agent and the Lenders prior to the Amendment No. 4 Effective Date, pursuant to which (a) the ownership of certain Foreign Subsidiaries is transferred directly or indirectly to URS Global Holdings UK Limited, a United Kingdom corporation (“URS UK”) or AECOM Global Holdings Ireland Ltd (Ireland), (c) the Equity Interests in Flint USA are distributed from URS UK to URS Global Holdings, and (d) certain other corporate reorganization steps, including Investments, Guarantees, the formation of new Subsidiaries and Dispositions, are taken to effectuate the Corporate Restructuring, so long as in connection therewith (i) no Loan Party as of the Amendment No. 4 Effective Date shall cease to be a Loan Party solely as a result of the Corporate Restructuring, (ii) no Default or Event of Default is in existence and continuing at the time of consummation of any transaction intended to constitute a part of the Corporate Restructuring and (iii) such Corporate Restructuring transactions will not include the transfer of any material assets of any Loan Party to any non-Loan Party, except for (x) Equity Interests in Non-Loan Parties (so long as the Loan Parties continue to own such transferred Equity Interests directly or indirectly through one or more Subsidiaries) and (y) intercompany Indebtedness as disclosed to the Administrative Agent and the Lenders prior to the Amendment No. 4 Effective Date to be so transferred as part of the Corporate Restructuring.