Deleveraging Transaction definition

Deleveraging Transaction means a debt or equity financing with the Company or any of its Subsidiaries resulting in a deleveraging of the Company’s consolidated balance sheet; provided that “Deleveraging Transaction” shall not include (a) the issuance of Junior Stock (as defined in the Certificate of Designations) or other Capital Stock that is junior in preference to the Series B Preferred Stock following the Closing in an amount not to exceed $25,000,000 in the aggregate and (b) the public offering of Capital Stock of the Company or any of its Subsidiaries made on the Principal Market or the New York Stock Exchange.
Sample 1Sample 2Sample 3
Deleveraging Transaction means, with reference to any issuance or sale of the Borrower’s Capital Stock or other contribution to the equity of the Borrower or any Disposition (any, a “Subject Transaction”), that immediately following the consummation of such Subject Transaction, the Consolidated Leverage Ratio (which shall include in the calculation thereof, for the avoidance of doubt, debt obligations evidenced by bonds, debentures or notes), calculated on a Pro Forma Basis (without giving effect to any run-rate costs savings, operating expense reductions, and other operating improvements, initiatives and synergies as related to such Disposition), is lower than the Consolidated Leverage Ratio immediately prior to the consummation of such Subject Transaction.
Sample 1
Deleveraging Transaction means either (a) a transaction or series of related transactions, executed through exchange offers, refinancings, strict foreclosures on the pledged equity of the Borrower’s directly held Subsidiaries, or other means, in each case on terms and conditions approved by the Administrative Agent acting at the direction of the holders of a majority in principal amount of the New Lender Notes in their sole discretion, resulting in (i) the conversion of at least two-thirds in amount (or such higher amount as may be required by the holders of a majority in principal amount of the New Lender Notes) of the Indebtedness owing by the Borrower and its Restricted Subsidiaries under the Senior Secured Notes Indentures into equity and/or junior Indebtedness of the Borrower (or, if applicable, any newly formed holding company established to own the equity of the Borrower’s directly held Subsidiaries), and (ii) the prepayment of all Loan Document Obligations under this Agreement and termination of all Commitments hereunder through the payment in full and in cash of the VPC Loan and
Sample 1

More Definitions of Deleveraging Transaction

Deleveraging Transaction means a series of related transfers of nursing home facilities by certain Borrowers to Newco as contemplated in paragraph (i) of Section 8.5.
Sample 1

Related to Deleveraging Transaction

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Hedging Transactions means, with respect to any or all of the Purchased Loans, any short sale of U.S. Treasury Securities or mortgage-related securities, futures contract (including Eurodollar futures) or options contract or any interest rate swap, cap or collar agreement or similar arrangements providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by Seller or the underlying obligor with respect to any Purchased Loan and pledged to Seller as collateral for such Purchased Loan, with one or more counterparties whose unsecured debt is rated at least AA (or its equivalent) by any Rating Agency or, with respect to any Hedging Transaction pledged to Seller as additional collateral for a Purchased Loan, such other rating requirement applicable to such Hedging Transaction set forth in the related Purchased Loan Documents or which is otherwise reasonably acceptable to Buyer; provided that Seller shall not grant or permit any liens, security interests, charges, or encumbrances with respect to any such hedging arrangements for the benefit of any Person other than Buyer.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Hedging Transaction means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Recurring Transaction means a regular payment collected from your Card by an originator, in line with your instruction.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • 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.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • securities lending transactions means transactions whereby a Sub-Fund lends its Securities to a security-borrowing counterparty for an agreed fee.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Export Transactions Net Activity means the aggregate net total, resulting from Export Transactions, of (i) Spot Market Energy charges, (ii) Transmission Congestion Charges, and (iii) Transmission Loss Charges, calculated as set forth in Operating Agreement, Schedule 1 and the parallel provisions of Tariff, Attachment K-Appendix. Export Transactions Net Activity may be positive or negative.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Suspicious transaction means a “transaction” as defined below, including an attempted transaction, whether or not made in cash, which, to a person acting in good faith:

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.