Acceptable Sale Transaction definition

Acceptable Sale Transaction means a sale of assets pursuant to section 363 of the Bankruptcy Code that (a) provides for the indefeasible repayment in full, in cash of the Loan Obligations immediately upon the consummation thereof (or such other treatment of the Loan Obligations that is acceptable to the Administrative Agent and the Required Lenders (including in connection with a credit bid), (b) provides for the indefeasible repayment in full, in cash of all secured Pre-Petition Notes Obligations and (c) includes bid procedures that, without limitation, permit credit bidding of the Loan Obligations and the Pre-Petition Notes Obligations at the full face amount thereof or that is otherwise acceptable to the Required Lenders (in the case of this clause (c), so long as none of the Required Lenders are bidders or potential bidders in such sale process).
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Acceptable Sale Transaction means a sale of assets pursuant to section 363 of the Bankruptcy Code that is utilized to implement an Approved Restructuring and includes bid procedures that, without limitation, permit credit bidding of the Obligations at the full face amount thereof in accordance with Section 8.01.
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Acceptable Sale Transaction as defined in Section 5.20.
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Examples of Acceptable Sale Transaction in a sentence

  • Other than in connection with an Acceptable Sale Transaction, the Borrower shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Borrower is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person.

  • The judge will uphold the claim only to the extent that he considers it valid, admissible and well-founded”.

  • Additionally, the removal of the Approved Restructuring, Acceptable Sale Transaction, and Acceptable Plan concepts allows the Debtors the flexibility to entertain higher or otherwise better bids without the fear of defaulting under the Refinancing DIP Facility if such bids are not approved by the Electing Lenders (thereby allowing the Debtors to avoid again finding themselves in exactly the situation they face today), thus maximizing value for all stakeholders.


More Definitions of Acceptable Sale Transaction

Acceptable Sale Transaction means the sale of all or substantially all of the Company Parties’ assets pursuant to the Plan or Section 363 of the Bankruptcy Code, provided, that any such transaction (a) provides for payment in full in cash of all Senior Secured Claims; (b) provides for an equal or greater recovery to holders of Subordinated Claims (with such recovery payable in cash or another form of consideration acceptable to the Required Consenting Subordinated Creditors) and holders of Existing Interests than Reorganization Transactions set forth in the Restructuring Term Sheet; (c) is not subject to financing or other material contingencies; (d) is reasonably expected to be implemented on or prior to the Outside Date and without imposing additional costs on the Debtors relative to the Reorganization Transactions and (e) is otherwise acceptable to Required Consenting Senior Secured Creditors in form and substance; provided further, that an Acceptable Sale Transaction may take the form of one or more restructuring transactions to the extent acceptable to the Required Consenting Senior Secured Creditors.
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Acceptable Sale Transaction as defined in Section 5.20. “Accession and Novation Agreement” as defined in Section 3.6(a).
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Acceptable Sale Transaction means the sale or transfer of all or substantially all of the common stock or assets of the Company, or a merger or other business combination with respect thereto, as to which any Relevant Credit Party has (i) a long-term senior unsecured debt rating of at least “BBB+” provided by Standard & Poor’s Corporation or at least “Baal” provided by Xxxxx’x Investors Services, or (ii) is judged by the Required Holders, in their sole discretion, to have a creditworthiness equal to or in excess of the level that would be indicated by such a debt rating. For the avoidance of doubt, the consummation of either (i) the transactions contemplated by the Stock Purchase Agreement by and among National Energy & Gas Transmission, Inc., Gas Transmission Corporation, GTN Holdings LLC and TransCanada Corporation, TransCanada Pipeline USA Ltd. and TransCanada American Investments Ltd. dated as of February 24, 2004 (as amended up to and including the date hereof, the “SPA”) or (ii) the transactions contemplated by the SPA as amended by Exhibit 7.17(c) to the SPA, shall be deemed to constitute an Acceptable Sale Transaction.
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Acceptable Sale Transaction means a sale of assets pursuant to section 363 of the Bankruptcy Code that (a) provides for the indefeasible repayment in full, in cash of the Loan Obligations immediately upon the consummation thereof (or such other treatment of the Loan Obligations that is acceptable to the Administrative Agent and the Required Lenders (including in connection with a credit bid), and (b) provides for the indefeasible repayment in full, in cash of all secured Pre-Petition Notes Obligations and (c) includes bid procedures that, without limitation, permit credit bidding of the Loan Obligations and the Pre-Petition Notes Obligations at the full face amount thereof or that is otherwise acceptable to the Required Lenders (in the case of this clause (c), so long as none of the Required Lenders are bidders or potential bidders in such sale process).
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Acceptable Sale Transaction means a sale of assets pursuant to section 363 of the Bankruptcy Code that is utilized to implement an Approved Restructuring and includes bid procedures that, without limitation, permit credit bidding of the Obligations at the full face amount thereof in accordance with Article 8.
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Related to Acceptable Sale Transaction

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person other than a Receivables Subsidiary.