Limitation on Asset Swaps. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Swap unless: (i) at the time of entering into such Asset Swap, and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing, (ii) in the event such Asset Swap involves an aggregate amount in excess of $10,000,000, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company and (iii) in the event such Asset Swap involves an aggregate amount in excess of $50,000,000, the Company has received a written opinion from an independent investment banking firm of nationally recognized standing that such Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view.
Limitation on Asset Swaps. Neither the Company nor any of its Subsidiaries shall, and shall not permit any of their Subsidiaries to, in one or a series of related transactions, directly or indirectly, engage in any Asset Swaps, unless: (i) at the time of entering into the agreement to swap assets and immediately after giving effect to the proposed Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (ii) the Company would, after giving PRO FORMA effect to the proposed Asset Swap, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio; (iii) the respective fair market values of the assets being purchased and sold by the Company or any of its Subsidiaries (as determined in good faith by the management of the Company or, if such Asset Swap includes consideration in excess of $2.5 million by the Board of Directors of the Company, as evidenced by a Board Resolution) are substantially the same at the time of entering into the agreement to swap assets; and (iv) at the time of the consummation of the proposed Asset Swap, the percentage of any decline in the fair market value (determined as aforesaid) of the asset or assets being acquired by the Company and its Subsidiaries shall not be significantly greater than the percentage of any decline in the fair market value (determined as aforesaid) of the assets being disposed of by the Company or its Subsidiaries, calculated from the time the agreement to swap assets was entered into.
Limitation on Asset Swaps. Neither the Company nor any of its Subsidiaries shall engage in any Asset Swaps, unless: (i) at the time of entering into the agreement to swap assets and immediately after giving effect to the proposed Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (ii) the Company would, after giving pro forma effect to the proposed Asset Swap, have been permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12; (iii) the respective fair market values of the assets being purchased and sold by the Company or any of its Subsidiaries (as determined in good faith by the management of the Company or, if such Asset Swap includes consideration in excess of $2,500,000 by the Board of Directors, as evidenced by a Board Resolution delivered to the Trustee) are substantially the same at the time of entering into the agreement to swap assets; and (iv) at the time of the consummation of the proposed Asset Swap, the percentage of any decline in the fair market value (determined as aforesaid) of the asset or assets being acquired by the Company and its Subsidiaries shall not be significantly greater than the percentage of any decline in the fair market value (determined as aforesaid) of the assets being disposed of by the Company, calculated from the time the agreement to swap assets was entered into; provided, however, that this Section 4.22 shall not apply to any of the Pending Transactions.
Limitation on Asset Swaps. The Company will not, and will not permit any Subsidiary to, engage in any Asset Swaps, unless: (i) at the time of entering into such Asset Swap, and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (ii) in the event such Asset Swap involves an aggregate amount in excess of $2.0 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company which determination shall include a determination that the fair market value of the assets being received in such swap are at least equal to the fair market value of the assets being swapped and (iii) in the event such Asset Swap involves an aggregate amount in excess of $10.0 million, the Company has also received a written opinion from an independent investment banking firm of nationally recognized standing that such Asset Swap is fair to the Company or such Subsidiary, as the case may be, from a financial point of view.
Limitation on Asset Swaps. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any Asset Swap, unless:
(i) at the time of entering into the Asset Swap and immediately after giving effect to the proposed Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;
(ii) the Company would, at the time of entering into the Asset Swap and after giving pro forma effect to the proposed Asset Swap, as if such Asset Swap had occurred at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the first paragraph of Section 1009;
(iii) the respective aggregate fair market values of the assets being purchased and sold by the Company or any of its Restricted Subsidiaries are substantially the same at the time of entering into the Asset Swap (or any difference in such aggregate fair market value is substantially compensated for by an equalizing (i) payment of cash, (ii) assumption of liabilities or (iii) taking of assets subject to liabilities); and
(iv) at the time of the consummation of the first to occur of the relinquishment or the replacement of assets constituting part of the proposed Asset Swap, the percentage of any decline in the fair market value of the asset or assets being acquired by the Company and its Restricted Subsidiaries shall not be significantly greater than the percentage of any decline in the fair market value of the assets being disposed of the
Limitation on Asset Swaps. Telemundo Holdings will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless:
(i) at the time of entering into the agreement with respect thereto and immediately after giving effect to the proposed Asset Swap, no Default shall have occurred and be continuing;
(ii) the respective fair market values of the Productive Assets (to be determined in good faith by the Board of Directors of Telemundo Holdings and to be evidenced by a resolution of such Board of Directors set forth in an Officer's Certificate delivered to the Trustee) being purchased and sold by Telemundo Holdings or any Restricted Subsidiary are substantially the same at the time of entering into such agreement; and
(iii) the cash payments, if any, received by Telemundo Holdings or such Restricted Subsidiary in connection with such Asset Swap are treated as Net Available Cash received from an Asset Disposition.
Limitation on Asset Swaps. The Issuers will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps which constitute substantially all the assets of the Issuers, unless: (i) at the time of entering into the agreement to swap assets and immediately after giving effect to the proposed Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (ii) the Issuers have been informed in writing by either S&P or Xxxxx'x that any Indebtedness of the Issuers (including the Notes) will not be downgraded as a result of such Asset Swap. Notwithstanding clause (ii) of the immediately preceding sentence, the Issuers will be allowed to consummate an Asset Swap even if such Asset Swap will result in such a downgrade, if within five days of the occurrence of such Asset Swap, the Issuers make an offer to purchase Notes in accordance with the procedures described in Section 4.19 hereof (the "Asset Swap Offer") at the following redemption prices (expressed, in the case of periods prior to August 15, 2003, as a percentage of the Accreted Value and, in the case of periods on or after August 15, 2003, as a percentage of the principal amount at maturity) together, if after August 15, 2003, with accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on each year listed below: Year Percentage ---- ---------- 1998 112.8750% 1999 111.5875% 2000 110.3000% 2001 109.0125% 2002 107.7250% 2003 106.4375% 2004 105.1500% 2005 103.8625% 2006 and thereafter 103.0000%
Limitation on Asset Swaps. The Company will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless:
(i) at the time of entering into the agreement with respect thereto and immediately after giving effect to the proposed Asset Swap, no Default shall have occurred and be continuing; (ii) the aggregate fair market values of the Additional Assets and other consideration to be received by the Company or the applicable Restricted Subsidiary is, at the time the Asset Swap is agreed to, substantially equal to the aggregate fair market value of the property being disposed of by the Company or the applicable Restricted Subsidiary (to be determined in good faith by the Board of Directors of the Company and to be evidenced by a resolution of such Board set forth in an Officer's Certificate delivered to the Trustee); and
Limitation on Asset Swaps. The Company will not, and will not permit any Restricted Subsidiary to, engage in Asset Swaps, unless: (i) at the time of entering into such Asset Swap, and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (ii) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Swap at least equal to the Fair Market Value of the properties or assets exchanged as determined in writing by a nationally recognized investment banking or appraisal firm.
Limitation on Asset Swaps. Neither the Company nor any of its Subsidiaries shall, and shall not permit any of their Subsidiaries to, in one or a series of related transactions, directly or indirectly, engage in any Asset Swaps, unless: (i) at the time of entering into the agreement to swap assets and immediately after giving effect to the proposed Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (ii) the Company would, after giving PRO FORMA effect to the proposed Asset Swap, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio in the covenant "Limitation on Inurrence of Additional Indebtedness and Disqualified Capital Stock;"
