Designated Asset Sales means Asset Sales of business units or product lines and related assets (other than the Electronics Components Business Unit), in each case substantially as an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officer’s Certificate executed by the principal financial officer of the Company on the date of sale, the net proceeds of which shall be permitted to be used to redeem the Notes in accordance with Section 3.07 hereof or to make Restricted Payments set forth in clause (17) of Section 4.07(b) hereof; provided, however, (i) that after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Senior Credit Facilities Debt Ratio would be less than or equal to (x) the Company’s Consolidated Senior Credit Facilities Debt Ratio immediately prior to such asset sale and (y) 1.5 to 1.0, (ii) after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Total Leverage Ratio shall be less than or equal to (x) the Company’s Consolidated Total Leverage Ratio immediately prior to such asset sale and (y) 3.0 to 1.0, and (iii) at the time of such Designated Asset Sale, at least $250.0 million of outstanding term Indebtedness under the Senior Credit Facilities outstanding on the Issue Date or subsequent to the Issue Date pursuant to the Tranche B-2 Term Loan Commitment (as defined in the Senior Credit Facilities as in effect on the Issue Date) shall have been repaid since the Issue Date; provided further, however, that the Company will not be required to satisfy the conditions under clause (2) of Section 4.10(a) hereof if the Company intends in good faith at the time such Designated Asset Sale is consummated, as evidenced in the Officer’s Certificate, to use any non-cash consideration in excess of the amount otherwise permitted by the provisions of such clause (2) to make Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof.
Designated Asset Sales means those proposed asset sales of the Company set forth on Schedule 1.01(b).
Designated Asset Sales means sales of inventory or equipment which is worthless or obsolete or no longer necessary or useful to the proper conduct of the Borrower’s or any of its Subsidiaries’ business, so long as the aggregate consideration received in respect of all such sales made in any Fiscal Year does not exceed $10,000,000.
Examples of Designated Asset Sales in a sentence
The Obligors shall have on or prior to the Effective Date consummated Designated Asset Sales which resulted in Net Cash Proceeds to the Obligors of not less than $125,000,000.
Management Incentive Plan; (ii) $75,000,000 in principal amount of the New Secured Term Notes; (iii) any excess cash available on the Effective Date, and (iv) net cash proceeds from Designated Asset Sales.
The right of holders of Senior Lender Claims (other than the German L/C Participants) to receive Cash payments after the Effective Date on account of Designated Asset Sales is referred to herein as the “Contingent Payment Right.” Any such amounts received by the German L/C Participants shall be applied to reduce, dollar-for-dollar, principal outstanding amounts under the Restructured German Term Debt.
In the event that the Debtors or the Reorganized Debtors receive net cash proceeds from Designated Asset Sales at any time before or after the Effective Date, Acterna LLC shall pay in Cash to the holders of Senior Lender Claims in an amount equal to a portion of the net cash proceeds to be determined by the Debtors and the Administrative Agent.
More Definitions of Designated Asset Sales
Designated Asset Sales means sales of inventory or equipment which is worthless or obsolete or no longer necessary or useful to the proper conduct of the Borrower’s or any of its Subsidiaries’ business, so long as the aggregate consideration received in respect of all such sales made in any Fiscal Year does not exceed $20,000,000.
Designated Asset Sales means those assets described in Schedule 1.01(a) that may be sold in accordance with Section 6.05(i).
Designated Asset Sales means Asset Sales of the Controls Business substantially as an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officers’ Certificate delivered to the Trustee on the date of sale provided, however, that the Company shall apply the Net Proceeds of any Designated Asset Sale, (x) first, to repay Secured Indebtedness, but only to the extent necessary, to ensure that after giving pro forma effect to such Designated Asset Sale and the application of such Net Proceeds, the Company’s Gross Secured Indebtedness Leverage Ratio would be no greater than the Company’s Gross Secured Indebtedness Leverage Ratio immediately prior to such Designated Asset Sale, (y) second, to redeem the Notes in aggregate principal amounts on a pro rata basis based on outstanding principal amounts thereof as of the end of the Company’s most recently concluded fiscal quarter for which a balance sheet is available, in each case in accordance with Section 3.07(a) in amounts sufficient to ensure that, after giving pro forma effect to such Designated Asset Sale and the application of such Net Proceeds, the Company’s Consolidated Leverage Ratio would be no greater than the Company’s Consolidated Leverage Ratio immediately prior to such Designated Asset Sale, provided further that, if the terms of Section 3.07(a) will not allow the Company to redeem the Notes in amounts sufficient to satisfy this clause (y), then the Company shall be permitted to repay any other Indebtedness in amounts sufficient to satisfy this clause (y) and (z) thereafter, in any other manner otherwise permitted under this Indenture, including without limitation, to make a Restricted Payment pursuant to Section 4.07(c)(xvi).
Designated Asset Sales means the sale of any or all of the assets and Capital Stock identified on Schedule 1.01.11 attached to this Agreement and made a part hereof.
Designated Asset Sales means asset sales, if any,
Designated Asset Sales means those assets described in Schedule 1.01(a) that may be sold in accordance with Section 6.05(i). “Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.
Designated Asset Sales means a sale or disposition involving all or any portion of the Designated Properties.