Covered Disposition means the sale, conveyance or other disposition, in one or a series of related transactions, by the Company or its Restricted Subsidiaries of Covered Assets; provided that if such sale, conveyance or other disposition constitutes a Fundamental Change, the provisions of Article XVII shall not apply. Notwithstanding the preceding, none of the following items will be deemed to be a Covered Disposition:
Covered Disposition means (i) any Recovery Event with respect to Collateral and (ii) any other sale, transfer, disposition or assignment of Collateral which does not give rise to an Account.
Covered Disposition means (x) any direct or indirect sale, transfer or conveyance by the corporation of any of its equity interest in Liberty Media Corporation or any Covered Entity or (y) any grant of any pledge or other security interest in the equity interest of the corporation in Liberty Media Corporation or any Covered Entity; provided, however, that the foregoing shall not apply to (i) any issuance or sale by the corporation of its own securities, (ii) any issuance or sale by Liberty Media Corporation of its own securities or any sale, transfer or conveyance by Liberty Media Corporation or any other Person included in the Liberty Media Group of any securities of any Person included in the Liberty Media Group, (iii) with respect to any Covered Entity, any transaction duly authorized by the board of directors of such Covered Entity, or (iv) any merger, consolidation, exchange of shares or other business combination transaction involving the corporation in which the corporation (or its successors) continues immediately following such transaction to hold the same direct or indirect interest in the business, assets and liabilities comprising the Liberty Media Group that it held immediately prior to such transaction (other than as a result of any action by any Person included in the Liberty Media Group). If a contribution of assets of Liberty Media Corporation to Liberty Media Group LLC occurs (other than the initial contribution made on formation thereof), then from and after the date of such contribution all references in the preceding sentence of this definition of Covered Disposition to Liberty Media Corporation shall be deemed to refer to Liberty Media Group LLC.
Examples of Covered Disposition in a sentence
Upon completion of each Covered Disposition Offer, the amount of Excess Proceeds will be reset at zero.
Cause all Net Cash Proceeds received by any Loan Party in respect of any Covered Disposition in cash or Cash Equivalents to be deposited directly upon receipt in a Lockbox Account or the Core Concentration Account.
Upon a Covered Disposition), as applicable, by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register or by wire transfer of immediately available funds to the account of the Holder.
If any Excess Proceeds remain after consummation of a Covered Disposition Offer, the Company and its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.
These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the ADSs, the Make-Whole Amount, Defaulted Amounts, Additional Amounts, accrued interest payable on the Notes, the Tax Redemption Price, the Covered Disposition Offer Price and the Conversion Rate of the Notes.
More Definitions of Covered Disposition
Covered Disposition means a Transaction that, together with all Transactions occurring in the full 24 calendar month period preceding such Transaction (or any Transaction preceding such period if it is part of a series of two or more related Transactions at least one of which occurs within such period), results in the disposition of 25% or more of the consolidated total assets of the Corporation as reflected in the Corporation’s balance sheet included in its most recent periodic report filed with the SEC prior to such 24 calendar month period and giving pro forma effect to any material acquisition of assets during such 24 calendar month period based on any financial information regarding such acquisition reasonably available to the Corporation at such time of determination.
Covered Disposition means (i) any Casualty Event with respect to ABL Collateral and (ii) any other Disposition of ABL Collateral which does not give rise to a Pledged Receivable. A Covered Disposition is subject to any applicable limitations in Section 6.05.
Covered Disposition means a Disposition of a Person or assets constituting a line of business by the Borrower or any of its Subsidiaries, the aggregate cash consideration for which equals or exceeds $500,000,000.
Covered Disposition is any Disposition, the proceeds of which are used to make Investments otherwise permitted hereunder within 180 days from the date of such Disposition.
Covered Disposition means (x) any direct or indirect sale, transfer or conveyance by the corporation of any of its equity interest in Liberty Media Corporation or any Covered Entity or (y) any grant of any pledge or other security interest in the equity interest of the corporation in Liberty Media Corporation or any Covered Entity; provided, however, that the foregoing shall not apply to (i) any issuance or sale by the corporation of its own securities, (ii) any issuance or sale by Liberty Media Corporation of its own securities or any sale, transfer or conveyance by Liberty Media Corporation or any other Person included in the Liberty Media Group of any securities of any Person included in the Liberty Media Group, (iii) with respect to any Covered Entity, any transaction duly authorized by the board of directors of such Covered Entity, or (iv) any merger, consolidation, exchange of shares or other business combination transaction involving the corporation in which the corporation (or its successors) continues immediately following such transaction
Covered Disposition means any Disposition, other than (1) a Disposition pursuant to Section 6.07(e), (f), (g), (h), (i), (k), (l), (m), (n), (o), (q), (r), (t), (v), (w), (x), (y), (z), (aa) and (2) any Disposition of assets with Fair Market Value not exceeding $10,000,000 (in the case of any individual transaction or series of related transactions) or $15,000,000 (in the aggregate per fiscal year for all such Dispositions under subclause (2)). confidential Xxxxxx Xxxxxxxxxx
Covered Disposition means: (a) any direct or indirect sale, transfer or conveyance by the Corporation of fifty percent (50%) or more of either its equity interest in the LLC or the assets of the LLC; or (b) any grant of any pledge or other security interest in fifty percent (50%) or more of either the equity interest of the Corporation in Centillion LLC or the assets of Centillion LLC; or (c) any of the occurrences described in (a) or (b) which results in the Corporation's receipt of more than $7,500,000.