Asset Disposition Prepayment Offer definition

Asset Disposition Prepayment Offer is defined in Section 8.8(a).
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Asset Disposition Prepayment Offer shall have the meaning assigned thereto in SECTION 2.4. "Business Day" shall mean any day other than a Saturday, Sunday or other day on which banks in Norfolk, Virginia or New York, New York are required by law to close or are customarily closed. "Capitalized Lease" shall mean any lease the obligation for Rentals with respect to which is required to be capitalized on a consolidated balance sheet of the lessee and its subsidiaries in accordance with GAAP. "Capitalized Rentals" of any Person shall mean as of the date of any determination thereof the amount at which the aggregate Rentals due and to become due under all Capitalized Leases under which such Person is a lessee would be reflected as a liability on a consolidated balance sheet of such Person in accordance with GAAP. "Change of Control" means the earliest to occur of: (a) the date a tender offer or exchange offer results in an Acquiring Person (other than a member of the Current Stockholder Group), directly or indirectly, beneficially owning 50% or more of the Voting Stock of the Parent Guarantor then outstanding, or (b) the date an Acquiring Person (other than a member of the Current Stockholder Group) becomes, directly or indirectly, the beneficial owner of 50% or more of the Voting Stock of the Parent Guarantor then outstanding, or (c) the date of a merger or statutory share exchange between the Parent Guarantor and any other Person, a consolidation of the Parent Guarantor with any other Person or an acquisition of any other Person by the Parent Guarantor, if immediately after such event, the Acquiring
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Asset Disposition Prepayment Offer shall have the meaning set forth in Section 8.3.
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Examples of Asset Disposition Prepayment Offer in a sentence

  • It is understood and agreed by the Obligors that any optional prepayment of the Notes as hereinabove provided shall be made pursuant to an Asset Disposition Prepayment Offer as and to the extent provided in Section 8.3. Computations pursuant to this Section 10.7(c) shall include dispositions made pursuant to Section 10.7(b) and computations pursuant to Section 10.7(b) shall include dispositions made pursuant to this Section 10.7(c).

  • In the event that either Obligor shall sell, lease, transfer, abandon or otherwise dispose of assets (an "Asset Disposition") and, in conjunction therewith, the Obligors shall, at their option, desire to prepay on a pro rata basis Senior Indebtedness, including the Notes, as contemplated in Sections 10.7(b)(6)(z)(B) or (c)(3)(z)(B), the Obligors will give written notice of such fact (the "Asset Disposition Prepayment Offer") in the manner provided in Section 18 hereof to all holders of the Notes.

  • Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder by written notice to the Obligors (a "Noteholder Notice") given not later than 20 days after receipt of the Asset Disposition Prepayment Offer.

  • It is understood and agreed by the Obligors that any optional prepayment of the Notes as hereinabove provided shall be made pursuant to an Asset Disposition Prepayment Offer as and to the extent provided in Section 8.3. Computations pursuant to this Section 10.7(b) shall include dispositions made pursuant to Section 10.7(c) and computations pursuant to Section 10.7(c) shall include dispositions made pursuant to this Section 10.7(b).

Related to Asset Disposition Prepayment Offer

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

  • Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 50% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company shall be based on fair market value, as determined by a majority of the members of the Incumbent Board;

  • 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:

  • Discount Range Prepayment Offer means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

  • ECF Prepayment Amount has the meaning assigned to such term in Section 2.11(b)(i).

  • Reinvestment Prepayment Amount with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets useful in the Borrower’s business.

  • Prepayment means, with respect to any Receivable, any prepayment, whether in part or in full, in respect of such Receivable.

  • Debt Incurrence Prepayment Event means any issuance or incurrence by the Borrower or any of the Restricted Subsidiaries of any Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(w)(i)).

  • Borrower Offer of Specified Discount Prepayment means the offer by any Company Party to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.05(a)(v)(B).

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.

  • Solicited Discounted Prepayment Offer means the irrevocable written offer by each Term Lender, substantially in the form of Exhibit O, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

  • Reinvestment Prepayment Date with respect to any Reinvestment Event, the earlier of (a) the date occurring twelve months after such Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful in the Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.

  • from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

  • Proposed Prepayment Date is defined in Section 8.3(c).

  • Mandatory Prepayment Amount for any Debentures shall equal the sum of (i) the greater of: (A) 130% of the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon, or (B) the principal amount of Debentures to be prepaid, plus all other accrued and unpaid interest hereon, divided by the Conversion Price on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of such Debentures.

  • Principal Prepayment Amount For any Distribution Date and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) Curtailments received during the Prior Period from such Mortgage Loans and (ii) Payoffs received during the Payoff Period from such Mortgage Loans.

  • 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

  • Net Proceeds Offer Amount has the meaning provided in Section 4.16.

  • Discounted Voluntary Prepayment Notice has the meaning specified in Section 2.05(d)(v).

  • Asset Sale Offer Amount has the meaning assigned to it in Section 3.12(c).

  • Proposed Discounted Prepayment Amount has the meaning specified in Section 2.05(d)(ii).

  • Permitted Prepayment Date means the Business Day after the second (2nd) anniversary of the first Payment Date

  • Permitted Asset Dispositions means the following Asset Dispositions:

  • Borrower Solicitation of Discounted Prepayment Offers means the solicitation by any Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D).

  • Discounted Voluntary Prepayment has the meaning specified in Section 2.05(d)(i).

  • Borrower Solicitation of Discount Range Prepayment Offers means the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C).