Permitted Reorganization Transactions. Means (a) the merger of one Borrower with and into another Borrower, (b) the dissolution and transfer of assets or properties by a Borrower to another Borrower, (c) the merger of one Guarantor with and into another Guarantor or into a Borrower, (d) the dissolution and transfer of assets or properties by a Guarantor to another Guarantor or a Borrower, or (e) the formation of a holding company ("Holdco") that owns the Stock of the Borrowers so long as (i) at least 97% of the Stock of Holdco is
... owned by the Permitted Holders, (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Stock of Holdco that is owned, directly or indirectly, by the Permitted Holders is pledged to the Agent on terms and conditions satisfactory to Agent, (iv) Agent has a first priority perfected Lien on 65.3% of the Stock of Holdco and a perfected Lien on 32.6% of the Stock of Holdco subject only to a Lien in favor of Michael Gaughan, but only so long as the Obligations owing to Michael Gaughn are outstanding, (v) Holdco executes a joinder to the Credit Agreement and the Security Agreement, (vi) Holdco owns, directly or indirectly, all of the Stock of Borrowers, (vii) Agent has a first priority perfected Lien on the Stock owned by Holdco, (vii) Agent receives opinions of Holdco's and Borrowers' counsel in form and substance satisfactory to Agent, and (viii) Holdco, Robert R. Black, Sr, the Robert Black Trust, RBI and Borrowers shall have received all approvals or other consents by any Governmental Authority in connection with the transfer of the Stock from the Robert Black Trust and RBI to Holdco and the pledge of such Stock to Agent.
View More
