Specified Restructuring definition
Specified Restructuring means any restructuring initiative, cost saving initiative or other similar strategic initiative of the Borrower or any of its Restricted Subsidiaries after the Closing Date described in reasonable detail in a certificate of an Authorized Officer delivered by the Borrower to the Administrative Agent.
Specified Restructuring means any restructuring of Holdings, the Company and/or its Subsidiaries not in the ordinary course of business and described in a Specified Restructuring Certificate.
Specified Restructuring means any restructuring or other strategic initiative (including cost saving initiative) of the Borrower or any of its Restricted Subsidiaries initiated after the Restatement Effective Date and not in the ordinary course of business and described in reasonable detail in a certificate of an Authorized Officer delivered by the Borrower to the Administrative Agent.
Examples of Specified Restructuring in a sentence
The Seller will be, upon the completion of the Specified Restructuring Step described in Section 2.3(a)(i), the record and beneficial owner of the Buyer Sale Shares, free and clear of all Encumbrances.
The New WFOE Holdco will be, upon the completion of the Specified Restructuring Step described in Section 2.3(a)(ii), the record and beneficial owner of the HK Buyer Sale Shares, free and clear of all Encumbrances.
Unless the Seller Parties, in accordance with Section 2.3(b), have no further obligation to complete the Specified Restructuring Steps, the Seller Parties shall have caused the Specified Restructuring Steps to be completed in accordance with Section 2.3(a).
If a Spinco fails to promptly provide such cooperation as is requested by Parent in connection with Parent’s conduct of a Proceeding relating to a Spinco Adjustment with respect to such Spinco, such Spinco shall pay and shall be responsible for any Tax Liabilities (including any Specified Restructuring Income Tax Liabilities) attributable to such Spinco Adjustment.
The foregoing requirements shall not apply to any Specified Restructuring or any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any of the Parent’s Subsidiaries to the Company or any Guarantor, or the consolidation, amalgamation or merger of any Subsidiary of the Parent with or into the Company or any Guarantor.
More Definitions of Specified Restructuring
Specified Restructuring as defined in the definition of Consolidated Adjusted EBITDA.
Specified Restructuring has the meaning specified in Section 7.03(s).
Specified Restructuring meansshall mean any restructuring initiative, cost saving initiative or other similar strategic initiative of Holdings or any of its Subsidiaries after the Closing Date described in reasonable detail in a certificate of a Responsible Officer delivered by the U.S. Borrower to the Administrative Agent.
Specified Restructuring means a certain anticipated corporate restructuring in which OI Peru STS Inc., OI Poland Inc., OI Hungary Inc., OI Ecuador STS Inc., and OI Venezuela Plastic Products Inc. and/or the assets thereof would be released from the Subsidiary Guaranty and the Collateral Documents, directly or indirectly contributed to OI Global CV or its direct or indirect subsidiaries, become direct or indirect subsidiaries thereof or otherwise be liquidated into a Loan Party, which restructuring may also include certain other restructuring transactions with respect to Foreign Subsidiaries that are not Loan Parties and which would otherwise not be prohibited by the terms hereof as confirmed by the Administrative Agent prior to the consummation thereof.
Specified Restructuring means any restructuring initiative, cost saving initiative or other similar strategic initiative of Holdings, the Borrower or any of their respective Restricted Subsidiaries after the Effective Date described in reasonable detail in a certificate of a Responsible Officer delivered by Holdings to the Administrative Agent. “Specified Time” means with respect to the LIBO Rate, 11:00 a.m., London time. “Specified Transaction” means, with respect to any period, any Investment, Specified Restructuring, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, subsidiary designation, operating improvements, restructurings, New Project or other event that by the terms of the 77 US-DOCS\115047431.4127573765.6
Specified Restructuring means any restructuring initiative, cost saving initiative or other similar strategic initiative of Holdings, the Borrower or any of their respective Restricted Subsidiaries after the Effective Date described in reasonable detail in a certificate of a Responsible Officer delivered by Holdings to the Administrative Agent. “Specified Time” means with respect to the LIBO Rate, 11:00 a.m., London time. “Specified Transaction” means, with respect to any period, any Investment, Specified Restructuring, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, subsidiary designation, operating improvements, restructurings, New Project or other event that by the terms of the Loan Documents requires “pro forma compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “pro forma basis” or after giving “pro forma effect” to such event. “Sponsor” means Centerbridge Partners, L.P. and Norwest Equity Partners IX, LP, and their respective Affiliates, funds, partnerships or other co-investment vehicles managed, advised or controlled by the foregoing (other than Holdings and its Subsidiaries or any operating portfolio company of any of the entities referred to above). “SPV” has the meaning assigned to such term in Section 9.04(f). “Standard Securitization Undertakings” means all representations, warranties, covenants and indemnities (including repurchase obligations in the event of a breach of representation and warranty) by any Loan Party or Subsidiary thereof that the Borrower has determined in good faith to be customary in connection with a Permitted Receivables Financing, including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary. “Statutory Reserve Rate” means, with respect to any currency, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset or similar percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by any Governmental Authority of the United States or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are det...
Specified Restructuring means each of the following steps, individually and collectively, along with ancillary transactions reasonably related thereto, (i) the formation of a new Delaware limited liability company (“U.S. Holdings”) by Guernsey Holdings, (ii) the contribution by Guernsey Holdings of the equity interests of Israeli Holdings to U.S. Holdings, (iii) the purchase by U.S. Holdings of the equity interests of U.S. Borrower from Israeli Borrower, (iv) the redemption by Israeli Holdings of certain of its outstanding Equity Interests and the making of intercompany loans to evidence the consideration for such redemption, (v) the dividend in-kind distribution by Israeli Borrower to Israeli Holdings of the intercompany promissory note evidencing certain intercompany loans owed to Israeli Borrower by U.S. Holdings and the set-off by U.S. Holdings of certain intercompany obligations owed to U.S. Holdings by Israeli Holdings against the obligations under such intercompany promissory note, (vi) the formation of a new intervening parent company (“New Parent”) by SM Midco LP, and (vii) the contribution by SM Midco LP of the equity interests of Guernsey Holdings to New Parent; provided that U.S. Holdings shall have at all times satisfied the Collateral and Guarantee Requirement immediately prior and after giving effect to the Specified Restructuring. Notwithstanding anything to the contrary in the Credit Agreement or Loan Documents, the Loan Parties shall have 30 days (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the Collateral and Guarantee Requirement after the completion of each of steps (ii) and (iii) above, to the extent such step would affect compliance therewith.”