The Restructuring Sample Clauses
The Restructuring. Section 2.1 Transfers of Assets and Assumptions of Liabilities 18 Section 2.2 DevCo Assets and SpinCo Assets 24 Section 2.3 SpinCo Liabilities and DevCo Liabilities 25 Section 2.4 Termination of Intercompany Agreements 26 Section 2.5 Settlement of Intercompany Accounts 27 Section 2.6 Replacement of Guarantees 27
The Restructuring. Prior to the Distribution, the Company shall take any and all steps necessary and desirable to segregate the assets, liabilities and other accounts properly belonging to each of the Company and ABF so as to assure the smooth and effective transition of the ABF Business after the Distribution. In connection with the restructuring and the assignment of assets and the assumption of liabilities rightfully belonging to each of the Company and ABF, the parties shall execute, or cause to be executed by the appropriate entities, the conveyancing and assumption instruments in such forms as the parties shall reasonably agree.
The Restructuring. Business Separation 10 Section 2.2 Conveyancing and Assumption Agreements 11 Section 2.3 Certain Resignations 11 Section 2.4 Other Agreements 11 Section 2.5 Transfers Not Effected Prior to the Distribution 11 Section 2.6 Debt Exchange; Other Financing Arrangements 12 Section 2.7 Financial Instruments 13
The Restructuring. (a) The Restructuring will be implemented pursuant to the following documentation (collectively, the “Transaction Documents”),
(i) the following agreements necessary to effectuate the issuance of and evidence the New Notes (as defined in the Term Sheet):
1. indenture governing the New Notes (the “Indenture”) and the New Notes in the form attached as Exhibit D to the Plan;
2. the Security Documents, the Guarantee, and the Holdings Notes (each as defined in the Indenture);
(ii) Fourth Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC, in the form attached as Exhibit B to the Plan;
(iii) Second Amended and Restated Limited Liability Company Agreement of FXCM Group, LLC, in the form attached as Exhibit A to the Plan;
(iv) Second Amended and Restated Credit Agreement by and among Holdco and Group, as borrowers, the Leucadia Group Lender, as lender, and Leucadia National Corporation, as administrative agent, in the form attached as Exhibit E to the Plan;
(v) Intercreditor Agreement between Leucadia National Corporation, as Senior Priority Agent, and the indenture trustee and collateral trustee named therein, as Junior Priority Agent, and acknowledged by each of the Company Parties, in the form attached as Exhibit C to the Plan; and
(vi) legal opinions of counsel to the Company Parties addressed to the Consenting Noteholders customarily delivered in respect of a secured debt financing in respect of Transaction Documents satisfying clause (i) of the definition thereof, and (2) further opinion on, inter alia, the due authorization, execution and delivery, enforceability, and validity of the Transaction Documents satisfying clause (ii) of the definition thereof;
(vii) the release (the “Release”) set forth on Exhibit B attached hereto; and
(viii) such other definitive documentation as contemplated by this Support Agreement or the Term Sheet, as applicable. Any Transaction Documents not attached hereto shall be consistent with this Support Agreement and the Term Sheet and shall be in form and substance reasonably acceptable to the Parties; provided however, that all opinions satisfying clause (vi) of the definition of Transaction Documents shall be in form and substance acceptable to the Required Consenting Noteholders in their reasonable discretion.
The Restructuring. Prior to the Closing, Indigo Parent will procure that the Restructuring shall occur in accordance with the Indigo Steps Plan, subject to any variations which are not material in nature.
The Restructuring. The terms of the Restructuring shall be as set forth in the Annex hereto.
The Restructuring. The Restructuring shall have been consummated pursuant to documentation reasonably satisfactory to the Administrative Agent.
The Restructuring. (a) As soon as reasonably practicable, KHD and MFC shall apply to the United States Securities and Exchange Commission for the Rule 12g3-2
(b) Exemption and apply to all relevant Canadian securities commissions for a discretionary exemption order (the “Exemption Order”) in connection with the KHD Distribution.
The Restructuring. Parent shall take the following actions prior to Closing (except with respect to Sections 9.1(a)(ii) and 9.1(i), wherein certain actions may be taken after the Closing, as indicated therein), notwithstanding any terms or provisions of this Agreement expressly or impliedly to the contrary.