Permitted Restructuring Clause Samples

Permitted Restructuring. (a) Holdings and its Restricted Subsidiaries may effect a Permitted Restructuring so long as such Permitted Restructuring is carried out as described in the definition of Permitted Restructuring in this Indenture, and provided that in the case of a Permitted Restructuring described in clause (1) of such definition, (1) New Holding Company shall assume all the obligations of Holdings under its Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement, in each case, pursuant to agreements reasonably satisfactory to the Trustee, and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to New Holding Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (2) immediately after such Permitted Restructuring, no Default or Event of Default shall have occurred or be continuing; (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such Permitted Restructuring complies with this Indenture; (4) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that holders of the Notes will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of such Permitted Restructuring; (5) if New Holding Company is formed under the laws of a Non-U.S. Jurisdiction, it shall (i) irrevocably submit to the jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under its Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement, (ii) agree that all claims in respect of such suit or proceeding may be determined in any such court and irrevocably waive the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding, (iii) to the extent permitted by law, ...

Permitted Restructuring. No later than the 90th day after the Effective Date, the Borrower will, and will cause its Restricted Subsidiaries to, (a) consummate the Permitted Restructuring, (b) deliver to the Administrative Agent a written opinion of (i) K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, special counsel to the Loan Parties, addressed to each Agent and the Lenders and in a form substantially similar to (as applicable) the opinion delivered by K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP hereunder on the Effective Date, and (ii) A▇▇▇▇ & Overy LLP, special counsel to the Loan Parties, addressed to each Agent and the Lenders and in a form substantially similar to (as applicable) the opinions delivered by A▇▇▇▇ & O▇▇▇▇ LLP hereunder on the Effective Date, and (c) execute and deliver to the Administrative Agent or the Collateral Agent, as applicable, all other documents, agreements and certificates described on Schedule 5.19 and satisfy all other conditions described on Schedule 5.19, in each case as denoted on such Schedule 5.19 as being required to be completed within 90 days after the Effective Date.

Permitted Restructuring. Notwithstanding the foregoing provisions of this Section 6, each Borrower other than the Company shall be entitled to be liquidated, dissolved or wound up or to be merged with or otherwise transfer any of its assets and liabilities to the Company or one or more Subsidiaries of the Company, so long as the Borrower (i) gives the Collateral Agent at least 90 days’ prior written notice of such transaction and (ii) delivers to the Collateral Agent all such documents and takes all such other actions as are reasonably requested by the Collateral Agent in order to ensure that the Company or one or more of its Subsidiaries assumes all obligations of the Borrower under this Agreement and pledges, on terms at least as favorable as existed immediately prior to the applicable transaction, all Collateral pledged by such Borrower immediately prior to such transaction.

Permitted Restructuring. The Borrower shall promptly procure the delivery to the Agent of any Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions forming part of the Permitted Restructuring.

Permitted Restructuring. The Borrower shall procure that: (a) the Permitted Restructuring shall be effected on or before the date falling 18 Months following the First Utilisation Date; (b) on the day on which the Permitted Restructuring is effected originals of each of the Warrant Documents in the Agreed Form duly executed by each member of the Group party to them are delivered to the Agent; and (c) the Permitted Restructuring is effected in a manner and on terms approved in advance in writing by the Majority Lenders. From: Shandong Caopu Arts & Crafts Co. Ltd. To: Standard Chartered Bank (Hong Kong) Limited Dated: Dear Sirs Shandong Caopu Arts & Crafts Co. Ltd. – U.S.$23,000,000 Facility Agreement dated [ ] (the "Agreement") 1. We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow the Loan on the following terms: Proposed Utilisation Date: [ ] or, if that is not a Business Day, the next Business Day) Amount: [ ] or, if less, the Available Facility 3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

Permitted Restructuring. In connection with the Permitted Restructuring and the Related Restructuring Transactions, the Administrative Agent is authorized (a) to release the pledge of the Equity Interests of Kirkstone currently held by it, (b) to release WWRH and FSHC from their obligations as Loan Guarantors, (c) to release the assets of WWRH and FSHC from the Liens of the Collateral Documents (other than the pledge by WWRH of 65% of the voting Equity Interests of WWRH BV), (d) to release the pledge under the Collateral Documents of voting Equity Interests of WWRH in excess of 65% of the aggregate voting Equity Interests of WWRH, (e) to release the pledge under the Collateral Documents of the Equity Interests of FSHC and (f) to execute any documents permitting the Company or any of its Subsidiaries to amend their articles of incorporation, by-laws or organizational documents to effectuate the Permitted Restructuring or the Related Restructuring Transactions.”

Permitted Restructuring. Notwithstanding the foregoing provisions of this Section 5, (i) each Pledgor other than the Company shall be entitled to be liquidated, dissolved or wound up or to be merged with or otherwise transfer any of its assets and liabilities to the Company or one or more Subsidiaries of the Company, so long as the Pledgor (x) gives the Collateral Agent at least 90 days’ prior written notice of such transaction and (y) delivers to the Collateral Agent all such documents and takes all such other actions as are reasonably requested by the Collateral Agent in order to ensure that the Company or one or more of its Subsidiaries assumes all obligations of the Pledgor under this Agreement and pledges, on terms at least as favorable as existed immediately prior to the applicable transaction, all Collateral pledged by such Pledgor immediately prior to such transaction and (ii) the Company shall be entitled to cause International Integrated Incorporated, a British Virgin Islands corporation, to elect to be a Disregarded Person.

Permitted Restructuring. Each Borrower hereby represents and warrants to Agent and Lenders that set forth below in this Disclosure Schedule 1.1 is a true, correct and complete description of the proposed Permitted Restructuring.

Permitted Restructuring. In connection with the Permitted Restructuring, the Administrative Agent is authorized to release the pledge of the Equity Interests of Kirkstone currently held by it.