DIP Transfer definition

DIP Transfer. ^ means the transfer to the DIP Agent of the consideration specified in that certain Assignment Agreement dated July , 2009 among the DIP Agent, DIP Holdco 3, LLC and GM Components Holdings, LLC to be distributed in accordance with the DIP Loan Documents, in exchange for the DIP Agent's right under the Credit Bid to receive the Company Acquired Assets, Company Sale Securities, GM Acquired Assets, and GM Sales Securities.
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DIP Transfer means the transfer or sale of the Transferred Assets as provided in Article 7.8 of this Plan.
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Examples of DIP Transfer in a sentence

  • The DIP Facility Revolver Claim, the DIP Facility First Priority Term Claim, and the DIP Facility Second Priority Term Claim shall be satisfied and discharged in their entirety pursuant to the DIP Transfer.

  • Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Article 8, Section 2 of these Bylaws.

  • Pursuant to the DIP Transfer and Section 15(g) of the Security And Pledge Agreement, the DIP Agent shall transfer Cash to the holders of DIP Facility Revolver Claims and DIP Facility First Priority Term Claims in an amount equal to the DIP Priority Payment Amount.

  • Upon compliance with the foregoing clauses (a), (b), and (c)consummation of the DIP Transfer, all liens and security interests granted to secure the DIP Facility Revolver Claim, the DIP Facility First Priority Term Claim, and the DIP Facility Second Priority Term Claim shall be deemed discharged, cancelled, and released and shall be of no further force and effect.

Related to DIP Transfer

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

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Custody transfer means the transfer of produced crude oil and/or condensate, after processing and/or treating in the producing operations, from storage tanks or automatic transfer facilities to pipelines or any other forms of transportation.

  • 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.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.

  • Data Transfer means: 1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or 1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

  • Type II transfer means that phrase as defined by Section 3 of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Servicing Transfer Any transfer of the servicing by a Prior Servicer of Mortgage Loans to the Servicer under this Agreement.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • 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.

  • Exempt Transfer means, in relation to shares held by a member:

  • Whole Loan Transfer Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.

  • Company Security Agreement means the Company Security Agreement executed and delivered by Company on the Closing Date, substantially in the form of Exhibit XIV annexed hereto, as such Company Security Agreement may thereafter be amended, supplemented or otherwise modified from time to time.

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Lateral transfer or "transfer" - refers to the movement of an employee from one position to another which does not constitute a demotion or promotion;

  • credit transfer means a payment service for crediting a payee’s payment account with a payment transaction or a series of payment transactions from a payer’s payment account by the payment service provider which holds the payer’s payment account, based on an instruction given by the payer;

  • Funds transfer means the series of transactions, beginning with the originator's payment order, made for the purpose of making payment to the beneficiary of the order. The term includes any payment order issued by the originator's bank or an intermediary bank intended to carry out the originator's payment order. A funds transfer is completed by acceptance by the beneficiary's bank of a payment order for the benefit of the beneficiary of the originator's payment order.

  • ACH Transfer ACH Transfer: Credit and Collections: Credit and Collections:

  • Type III transfer means that term as defined under Section 3(c) of the Executive Organization Act of 1965, 1965 PA 380, MCL 16.103.

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Non-Transfer Event means any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares.

  • Reverse Repurchase Agreement means an agreement pursuant to which the Fund sells Securities and agrees to repurchase such Securities at a described or specified date and price.

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.