Company Asset Transfer definition

Company Asset Transfer means the transfer by the Company and GX Holdings to New GX of all of the Assets of the Company and GX Holdings (except for the shares of capital stock of GX Holdings held by the Company, which shall continue to be held by the Company after giving effect to the Company Asset Transfer) pursuant to the Schemes of Arrangement and the Bankruptcy Plan, including the shares of capital stock or other voting securities, or securities convertible into or exchangeable for, or rights to subscribe for or require the issuance of, capital stock or voting securities in each Subsidiary (other than GX Holdings), the Intellectual Property and the Commitments (other than any Executory Contracts included on the Rejection List).
Sample 1Sample 2
Company Asset Transfer means “Company Asset Transfer” referred to and defined in section 8.1(a) of the Purchase Agreement.
Sample 1
Company Asset Transfer means the transfer of one or more of the Oil and Gas Properties owned by the Company as at the date of this Agreement or acquired by the Company after the date of this Agreement to another member of the Group in accordance with the terms of this Agreement.
Sample 1

Examples of Company Asset Transfer in a sentence

  • At the Closing, the Confirmation Order, the Sanction Order, the Bankruptcy Plan and/or the Schemes of Arrangement, as the case may be, shall have directed and authorized the Company to form New GX, consummate the Company Asset Transfer and register the approved Schemes of Arrangement with the Registrar of Companies in Bermuda.

  • In consideration of such issuance and transfer, GCL and GC Holdings shall cause the Company Asset Transfer to occur pursuant to sections 363, 363(f), and 363(m) of the Bankruptcy Code.

  • The Company hereby represents and warrants to each Investor, as of the date hereof and as of the Closing Date (representations and warranties of the Company made as of the Closing Date shall be deemed to be made, except where otherwise specified, prior to giving effect to the Company Asset Transfer): 2.1 Organization; Subsidiaries.

  • Company Asset Transfer .................................................

  • Except as otherwise expressly set forth in the Plan, the Company Asset Transfer shall be free and clear of all liens, Claims, interests, rights of others or Encumbrances (as defined in the Purchase Agreement) of any kind.

  • The Company shall have obtained all necessary consents from lending institutions to the transactions contemplated by the Agreement to Contribute and by this Agreement (including any consents required in connection with the Company Asset Transfer).


More Definitions of Company Asset Transfer

Company Asset Transfer means the transactions pursuant to which (i) the Company and its Subsidiaries transfer legal or beneficial ownership of (a) all real property and related personal property owned by the Company or any Subsidiary of the Company directly and (b) at least 99% of the beneficial interest owned by the Company and/or the Company's Subsidiaries in any partnership or limited liability company that owns a direct or indirect interest in real property and related personal property (in each case as provided in Section 7.5 of the Operating Partnership Agreement) to the Operating Partnership in exchange for a general partner interest and a limited partner interest therein and (ii) a wholly-owned corporate subsidiary of the Company will contribute cash in the amount of $1,000 to the Operating Partnership in exchange for a limited partner interest therein. Notwithstanding the foregoing, (i) it shall not be a requirement of the Company Asset Transfer that there be transferred to the Operating Partnership any real property and related personal property or interests therein owned by so-called "downREIT partnerships" in which the general partner is the Company or an Affiliate of the Company and the limited partners are third parties or any real property and related personal property or interest therein required by the terms of mortgage debt thereon to be held in a single purpose bankruptcy remote subsidiary of the Company; provided, however, that the Company shall have the right to cause legal or beneficial ownership of any such real property and related personal property or interest therein to be so contributed to the Operating Partnership or a Subsidiary of the Operating Partnership as part of the Company Asset Transfer or thereafter, and (ii) Buyer acknowledges that pursuant to Section 2.2(i) of the Agreement to Contribute, it is a condition precedent to the closing of the Golden State Acquisition that the Company Asset Transfer has been accomplished and is proceeding to the extent provided in such Section 2.2(i) of the Agreement to Contribute, as such Section 2.2(i) may be amended or waived by the parties to the Agreement to Contribute (which amendment or waiver shall not require the approval of Buyer).
Sample 1

Related to Company Asset Transfer

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Company Assets means all assets and property, whether tangible or intangible and whether real, personal or mixed, at any time owned by the Company.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Transfer Vehicle means any vehicle that operates in space and transfers Payloads or persons or both between two different space objects, between two different locations on the same space object, or between a space object and the surface of a celestial body. A Transfer Vehicle also includes a vehicle that departs from and returns to the same location on a space object.

  • Limited Liability Company Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interest in other limited liability companies), at any time owned or represented by any Limited Liability Company Interest.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

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

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Transfer Assets means the assets of the Company which the WFOE or its designated entity or individual is entitled to purchase from the Company at the request of the WFOE upon its exercise of the Assets Call Option in accordance with Section 3 hereof, the amount of which may be all or part of the assets of the Company and shall be determined by the WFOE at its sole discretion in accordance with the then effective PRC Law and its commercial needs.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • 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.

  • Balance Transfer means a transfer of the debit balance on any credit card held with any credit card issuer or any account with other banks (other than the Bank) to a Card Account;

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Partnership Property means any property, real, personal or mixed, or any interest therein or appurtenant thereto which may be owned or acquired by the Partnership.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.