Applicable Disposition definition

Applicable Disposition means any sale, transfer or other disposition by the Principal Shareholder of Common Stock, to the extent that such sale, transfer or other disposition, together with all other sales, transfers and other dispositions by the Principal Shareholder and its Affiliates in the aggregate represents in excess of 20% of the aggregate amount of Common Stock beneficially owned by the Principal Shareholder and its Affiliates on the Closing Date.
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Applicable Disposition a Disposition in excess of $10,000,000 individually (or series of related Dispositions).
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Applicable Disposition means any sale, exchange, or other disposition by the donee of applicable property after the last day of the taxable year of the donor in which that property was contributed, and before the last day of the three-year period beginning on the date of the contribution of that property, unless the donee makes a certification in accordance with paragraph (3).
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Examples of Applicable Disposition in a sentence

  • For each full calendar month following any such Qualified Disposition, the Management Fee shall be reduced by the Applicable Disposition Discount with respect to such Disposed Property.

  • With respect to the fiscal month in which the Applicable Disposition occurs, such expenses shall be added on a pro rata basis in the manner described in the last sentence of the preceding bullet point.

  • Forthwith upon receipt by the Borrower or any -------------------- of its Subsidiaries of any Applicable Disposition Proceeds, the Commitment Amount shall be reduced by an amount equal to 100% of such Applicable Disposition Proceeds.

  • Notwithstanding any application of this Section 2.05(d) to any Applicable Disposition that is not otherwise permitted under this Agreement, nothing in this Section 2.05(d) shall be deemed to permit any Disposition not expressly permitted under this Agreement or to constitute a waiver or cure of any Default that arises as a result of a Disposition that is not permitted under this Agreement.

  • The calculation of the adjustments described above and the Covenant EBITDA Amounts shall be agreed between the Borrower and the Agent, acting in good faith, no later than 5 Business Days after an Applicable Disposition, and (i) a revised table showing the “Minimum Consolidated Adjusted EBITDA” for each applicable period shall be posted to the Lenders and (ii) the calculations showing the determination of such revised amounts shall be posted to the private-side Lenders.

  • The failure to comply with (i) the Applicable Debt Covenant with respect to any payments other than the Requested Debt Prepayment or (ii) the Applicable Disposition Covenant with respect to any dispositions other than the Requested Disposition shall constitute an Event of Default.

  • The calculation of the adjustments described above and the Covenant EBITDA Amounts shall be agreed between the Company and the Agent, acting in good faith, no later than 5 Business Days after an Applicable Disposition, and (i) a revised table showing the “Minimum Consolidated Adjusted EBITDA” for each applicable period shall be posted to the Lenders and (ii) the calculations showing the determination of such revised amounts shall be posted to the private-side Lenders.


More Definitions of Applicable Disposition

Applicable Disposition means any Disposition, whether consummated in a single transaction or series of related transactions, of property or assets with a fair market value greater than or equal to $250,000,000 that is consummated after the Closing Date when the Debt Rating is less than BBB- by S&P and less than Baa3 by Xxxxx’x.
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Applicable Disposition means any Disposition of all or any Purchased Shares other than (i) a Permitted Transfer made after termination of the Trust Agreement or (ii) a Disposition made in connection with the exercise of Piggy-Back Rights under Section 2.2.
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Applicable Disposition means any sale, transfer or other disposition, prior to the date of a Qualified IPO, by a Principal Shareholder or any Affiliate of such Principal Shareholder of Common Stock representing in excess of 10% the aggregate amount of Common Stock beneficially owned by such Principal Shareholder and its Affiliates.
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Related to Applicable Disposition

  • Specified Disposition means any disposition of all or substantially all of the assets or Capital Stock of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

  • Involuntary Disposition means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

  • Permitted Asset Disposition as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all Net Proceeds are remitted to a Dominion Account, an Asset Disposition that is: (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of $10,000,000 or less; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default; (e) a disposition of Property (other than any Collateral) that is exchanged for credit against the purchase price of similar replacement property, (f) a transfer of Property by: (i) a Borrower to another Borrower; (ii) a Guarantor to another Guarantor; or (iii) a Guarantor to a Borrower; (g) a sale of Property in one transaction, the proceeds of which will be used to satisfy and discharge or make arrangements for the satisfaction and discharge or prepayment of Clearwater’s obligations under the Retained Obligation Agreement so long as: (i) the aggregate fair market or book value (whichever is more) of all Collateral sold in such transaction does not exceed $10,000,000; (ii) such transaction could not reasonably be expected to have a Material Adverse Effect; (iii) Borrowers remit to Agent for application to the Obligations an amount equal to the fair market or book value (whichever is more) of all Collateral sold in such transaction; (iv) not later than thirty (30) days prior to the anticipated closing date of such transaction, Borrowers shall have provided the Agent with written notice of such proposed transaction; (v) the proceeds of the proposed transaction which can be allocated to the Collateral being sold in such transaction exceed the amount of the Borrowing Base attributable to such Collateral; and (vi) not later than 15 Business Days prior to the anticipated closing date of such transaction, Borrowers shall have provided the Agent with copies of the sale agreement and other material documents relative to such transaction, which agreement and documents must be reasonably acceptable to Agent; (h) a transfer of Property by Clearwater to Retainco prior to the “Distribution” (as defined in the Separation Agreement) in accordance with the terms of the Spin-Off Documents; (i) a distribution of Retainco to Potlatch in accordance with the terms of the Spin-Off Documents; or (j) approved in writing by Agent and Required Lenders.

  • Permitted Asset Dispositions means the following Asset Dispositions, provided, however, that at the time of such Asset Disposition, no Default or Event of Default exists or would result from such Asset Disposition:

  • Permitted Disposition means any of the following:

  • Collateral Disposition means (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person (it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital Stock of the Borrower or (ii) any Event of Loss of the Vessel.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Asset Disposition means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of

  • Material Disposition means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.

  • Permitted Dispositions means each of the following:

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 3.5 hereof.

  • Prepayment Asset Sale means any Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 6.07(h).

  • Disposition Notice is defined in Section 5.2(a).