Triggering Sale means receipt of any Insurance Payment and any Disposition (including sales of stock or other equity interests of Subsidiaries) (other than a Disposition permitted by Section 7.07(a) or (b)) by the Borrower or any Subsidiary of the Borrower to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition and from any Insurance Payments, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Restatement Date and all Insurance Payments received by all Companies since the Restatement Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.”
Triggering Sale means the Company Sale or the Majority Shareholder Sale.
Triggering Sale means a sale or other transfer of Common Stock by the Investor or its Affiliates to non-Affiliates of the Investor which, aggregated with previous sales or other transfers of Common Stock by the Investor and its Affiliates to non-Affiliates of the Investor, exceeds five percent of the Company’s outstanding Common Stock as of the date of the most recent sale or other such transfer. Voting Agreements shall have the meaning ascribed to in the Purchase Agreement. Warrant shall have the meaning ascribed to in the Purchase Agreement. Warrant Shares shall have the meaning ascribed to in the Purchase Agreement.
Examples of Triggering Sale in a sentence
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Notwithstanding the foregoing, if a Triggering Sale has occurred and Lessor has not deposited the remaining balance of the Leasehold Improvements Allowance in escrow with Escrow Agent on the date of closing of such Triggering Sale, as required pursuant to this Paragraph 15(f), then Lessee shall have the right, in addition to any other remedies available to Lessee, to offset the entire remaining balance of the Leasehold Improvements Allowance at the time and in the manner provided in Paragraph 15(h) below.
If Lessor fails to fund any amount (“ Escrow Amount”) required into escrow with the Escrow Agent upon the closing of a Triggering Sale (as provided in Paragraph 15(f) above), upon ten (10) days prior written notice to Lessor, Lessee shall have the right, in addition to any other remedies available to Lessee, to offset the full Escrow Amount which has not then been disbursed against the monthly Base Rent as it comes due under the Lease.
More Definitions of Triggering Sale
Triggering Sale means any Disposition (including sales of stock of Subsidiaries) (other than a transfer of assets by the Borrower or any Subsidiary of the Borrower to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the "Reduction Amount." For purposes of the definition Triggering Sale and Section 2.04(b)(i) and (iii), Dispositions shall not include Dispositions permitted by Section 7.07(a), (b), or (c).
Triggering Sale means any Disposition (other than a Disposition permitted by Section 7.06(a)(i), (ii), (iii) or (iv)) by a Company to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Closing Date, equals or exceeds an amount (the "Threshold Amount") which is equal to 10% of the MLP's consolidated assets (measured as of the close of the then most recent fiscal quarter end). The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the "Reduction Amount."
Triggering Sale means any Disposition (including sales of stock of Subsidiaries) (other than a Disposition permitted by SECTION 7.07(a) or (b)) by the Borrower or any Subsidiary of the Borrower to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the "REDUCTION AMOUNT." TYPE means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. UNAUTHORIZED ASSIGNMENT means (a) an assignment by a MarkWest Party to any Person other than another MarkWest Party of any of its rights or obligations under a Material Agreement or under a Parent Material Agreement other than the granting of Liens to secure the Parent Credit Facility if such assignment could reasonably be expected to have a Material Adverse Effect, or (b) a holder of Liens shall foreclose or there shall occur a transfer in lieu of foreclosure or other involuntary transfer of any interests of a MarkWest Party in a Material Agreement or in a Parent Material Agreement if such foreclosure could reasonably be expected to have (i) a material adverse effect on the ability of such MarkWest Party (or its successor) to perform its obligations under such contract, or (ii) a Material Adverse Effect, or (c) the occurrence of any event or condition that permits the holder of any Indebtedness of a MarkWest Party to foreclose its Liens on any interests of a MarkWest Party in any Material Agreement or any Parent Material Agreement if such foreclosure could reasonably be expected to have (i) a material adverse effect on the ability of such MarkWest Party (or its successor) to perform its obligations under such contract, or (ii) a Material Adverse Effect. UNFUNDED PENSION LIABILITY means the excess of a Pension Plan's benefit liabilities under SECTION 4001(a)(16) of ERISA, over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to SECTION 412 of the Code for the applicable plan year. UNREIMBURSED AMOUNT has the meaning set forth in SECTION 2.14(c)(i).
Triggering Sale means receipt of any Insurance Payment and any Disposition (including sales of stock or other equity interests of Subsidiaries) (other than a Disposition permitted by Section 7.07(a) or (b)) by any Loan Party to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Loan Party for such Disposition and from any Insurance Payments, when aggregated with the Net Cash Proceeds from all such other Dispositions by the Borrower and the other Loan Parties occurring since the Second Restatement Date and all Insurance Payments received by the Borrower and the other Loan Parties since the Second Restatement Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.”
Triggering Sale means receipt of any Insurance Payment and any Disposition (including sales of stock or other equity interests of Subsidiaries) (other than a Disposition permitted by Section 7.07(a) or (b) or any Disposition relating directly to the Merger Transaction) by the Borrower or any Subsidiary of the Borrower to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by the Borrower or any Subsidiary for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by the Borrower or any of its Subsidiaries occurring since the Closing Date and all Insurance Payments received by the Borrower or any of its Subsidiaries since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.”
Triggering Sale means any Specified Disposition, but only to the extent that the Specified Disposition Proceeds therefrom, when aggregated with all other Specified Disposition Proceeds received by the Loan Parties during the then-current fiscal year, exceeds the Prepayment Trigger Amount.
Triggering Sale means receipt of any Insurance Payment and any Disposition (including sales of stock or other equity interests in Subsidiaries or MWLM&R and Dispositions by MWLM&R of all or substantially all of its assets) (other than a Disposition permitted by Section 7.07(a) or (b) or any Disposition relating directly to the Merger Transaction) by the Borrower or any Subsidiary of the Borrower (or MWLM&R in connection with the sale of all or substantially all of its assets) to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by the Borrower or any Subsidiary (or, in the case of a Disposition by MWLM&R of all or substantially all of its assets, the MarkWest MWLM&R Member's pro rata share of such Net Cash Proceeds), for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by the Borrower, any of its Subsidiaries and MWLM&R occurring since the Closing Date and all Insurance Payments received by the Borrower or any of its Subsidiaries since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the "Reduction Amount."