Extraordinary Disposition definition

Extraordinary Disposition means, with respect to Borrower or a Subsidiary of Borrower, the sale, lease, transfer or other disposition of assets, other than assets transferred or disposed in the ordinary course of business.
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Extraordinary Disposition means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any real or personal property by a BORROWER (other than the MEMPHIS SALE) in which the cash or non-cash payments or consideration received by the BORROWERS is in excess of Five Hundred Thousand Dollars ($500,000.00).
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Extraordinary Disposition means a Disposition of the direct or indirect interests of Borrower or any of its Subsidiaries in Securities (other than Miscellaneous Securities) issued by two or more Persons in a single transaction or in a series of transactions that are related to one another at a price which is more than 25% below the low end of the estimated range for the appraised value of such Securities determined based on the most recent appraisal delivered to the Administrative Agent pursuant to Section 2.3(e).
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Examples of Extraordinary Disposition in a sentence

  • Promptly upon receipt by any one or more Borrower or any Subsidiary of a Borrower of any Net Proceeds from a Casualty Loss, an Extraordinary Disposition, a Tax Refund, or a cash dividend or cash distribution to a Borrower from a Person (net of any taxes paid or payable as a result of any such cash dividend or cash distribution after taking into account any available tax credits or deductions in any tax sharing arrangements), the Net Proceeds will be paid to Agent.

  • Immediately upon receipt by Borrower of Net Proceeds, resulting from an Extraordinary Disposition other than the issuance of Equity Interests, Borrower shall prepay the Loans in an amount equal to the total Net Proceeds then subject to this subsection in accordance with subsection 2.6(k).

  • Immediately upon receipt by a Borrower of Net Proceeds, resulting from an Extraordinary Disposition other than the issuance of Equity Interests, Borrowers shall prepay the Loans in an amount equal to the total Net Proceeds then subject to this subsection in accordance with subsection 2.6(k).

  • Immediately upon receipt by a Borrower of Net Proceeds, resulting from an Extraordinary Disposition other than the issuance of Equity Interests, Borrowers shall prepay the Loans in an amount equal to the total Net Proceeds then subject to this subsection in accordance with subsection 2.6(j).


More Definitions of Extraordinary Disposition

Extraordinary Disposition means, with respect to a Borrower, the sale, lease, transfer or other disposition of assets, other than assets transferred or disposed in the ordinary course of business, whether by way of the sale of assets or the sale of stock or other rights in which a Borrower has any ownership interest, and whether in one transaction or a series of related or unrelated transactions.
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Extraordinary Disposition means, with respect to a Borrower or a Subsidiary of a Borrower, any Asset Disposition, whether in one transaction or a series of related or unrelated transactions, other than an Asset Disposition of the type described in Sections 8.5(a) through, and including, 8.5(f).
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Extraordinary Disposition means a Disposition of the direct or indirect interests of Borrower or any of its Subsidiaries in Securities (other than Miscellaneous Securities) issued by two or more Persons in a single transaction or in a series of transactions that are related to one another at a price which is more than 25% below the low end of the estimated range for the appraised value of such Securities determined based on the most recent appraisal delivered to the Administrative Agent pursuant to Section 2.3(e) .
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Extraordinary Disposition means, with respect to a Borrower, the sale, lease, transfer or other disposition of assets, other than (i) sale-leaseback transactions in the aggregate amount not to exceed $5,000,000, and (ii) assets transferred or disposed in the ordinary course of business, whether by way of the sale of assets or the sale of stock or other rights in which a Borrower has any ownership interest, and whether in one transaction or a series of related or unrelated transactions, including, without limitation, the licensing of Intellectual Property.
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Extraordinary Disposition means, with respect to a Borrower, the sale, lease, transfer or other disposition of assets, other than assets transferred or disposed in the ordinary course of business, whether by way of the sale of assets or the sale of stock or other rights in which a Borrower has any ownership interest, and whether in one transaction or a series of related or unrelated transactions; EXCLUDING, HOWEVER, (i) such transactions by and among Borrowers or their Subsidiaries, (ii) transfers in connection with Permitted Acquisitions effected by reverse triangular mergers, and (iii) Specified Dispositions.
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Extraordinary Disposition means, with respect to Borrower and any Subsidiary, the sale, lease, transfer or other disposition of assets, other than assets transferred or disposed in the ordinary course of business, whether by way of the sale of assets or the sale of stock or other rights in which Borrower or such Subsidiary has any ownership interest, and whether in one transaction or a series of related or unrelated transactions.
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Related to Extraordinary Disposition

  • Involuntary Disposition means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

  • Extraordinary Distribution means any dividend or other distribution (effected while any of the shares of ESOP Preferred Stock are outstanding) (a) of cash, where the aggregate amount of such cash dividend and distribution together with the amount of all cash dividends and distributions made during the preceding period of 12 months, when combined with the aggregate amount of all Pro Rata Repurchases (for this purpose, including only that portion of the aggregate purchase price of such Pro Rata Repurchase which is in excess of the Fair Market Value of the Common Stock repurchased as determined on the applicable expiration date (including all extensions thereof) of any tender offer or exchange offer which is a Pro Rata Repurchase, or the date of purchase with respect to any other Pro Rata Repurchase which is not a tender offer or exchange offer made during such period), exceeds Twelve and One- Half percent (12.5%) of the aggregate Fair Market Value of all shares of Common Stock outstanding on the record date for determining the shareholders entitled to receive such Extraordinary Distribution and (b) any shares of capital stock of the Corporation (other than shares of Common Stock), other securities of the Corporation (other than securities of the type referred to in paragraph I(2)), evidence of indebtedness of the Corporation or any other person or any other property (including shares of any subsidiary of the Corporation), or any combination thereof. The Fair Market Value of an Extraordinary Distribution for purposes of paragraph I(4) shall be the sum of the Fair Market Value of such Extraordinary Distribution plus the amount of any cash dividends which are not Extraordinary Distributions made during such twelve- month period and not previously included in the calculation of an adjustment pursuant to paragraph I(4).

  • Final disposition means the burial, interment, cremation, removal from the state, or other disposition of a dead body or fetus.

  • Extraordinary Event means any event, circumstance or cause which Royal Bank determines has or will have a material adverse effect on the ability of Royal Bank to perform its obligations under the Notes or to hedge its position in respect of its obligation to make payment of amounts owing thereunder, including as a result of any of Royal Bank’s internal policies, and more specifically includes a Market Disruption Event in respect of any Share or Hedging Event.

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.

  • Related Entity Disposition means the sale, distribution or other disposition by the Company, a Parent or a Subsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary.

  • Extraordinary Loss Any Realized Loss or portion thereof caused by or resulting from:

  • Specified Disposition means any disposition of all or substantially all of the assets or Capital Stock of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

  • Foreign Disposition has the meaning set forth in Section 2.05(b)(xi).

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

  • Extraordinary Events Any of the following conditions with respect to a Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative Apartment) or Mortgage Loan causing or resulting in a loss which causes the liquidation of such Mortgage Loan:

  • Permitted Asset Dispositions means the following Asset Dispositions, provided, however, that at the time of such Asset Disposition, no Default or Event of Default exists or would result from such Asset Disposition:

  • Qualified disposition means, subject to subparagraphs (iii) and (iv), a disposition after which both subparagraphs (i) and (ii) apply to the subject property:

  • Collateral Disposition means (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person (it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital Stock of the Borrower or (ii) any Event of Loss of the Vessel.

  • Extraordinary Items means (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting regulations or laws; or (iv) the effect of a merger or acquisition, all of which must be identified in the audited financial statements, including footnotes, or Management Discussion and Analysis section of the Company’s annual report.

  • Extraordinary Dividend means any cash dividend or distribution (or portion thereof) that the Calculation Agent determines, in its sole discretion, is extraordinary or special; and

  • Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 50% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company shall be based on fair market value, as determined by a majority of the members of the Incumbent Board;

  • Asset Disposition means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of

  • Excluded Asset Disposition means an Asset Disposition permitted pursuant to Section 7.05 other than Asset Dispositions pursuant to Sections 7.05(vii), (xiii), and (xv).

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

  • Recovery Event any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

  • Involuntary Displacement means the involuntary acquisition of land resulting indirect or indirect economic and social impacts caused by: Loss of benefits from use of such land; relocation or loss of shelter; loss of assets or access to assets; or loss of income sources or means of livelihood, whether or not the Displaced Persons has moved to another location; or not.

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Asset Sale means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of

  • Asset Sale Proceeds means, with respect to any Asset Sale,