Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:
Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other Extensions of Credit that are payable by Parent or any of its Subsidiaries (other than the Bank or its Subsidiaries) to the Bank or its Subsidiaries.
Disposition Date shall have the meaning ascribed thereto in Subsection 5.1(d);
Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.
Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:
Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.
Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.
Intercompany Receivables means all account, note or loan payables and all advances (cash or otherwise) or any other Extensions of Credit that are receivable by Parent or any of its Subsidiaries (other than the Bank or its Subsidiaries) from the Bank or its Subsidiaries.
Divestiture Date means the date on which the Divestiture Assets are divested to Acquirer pursuant to this Final Judgment.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.
Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.
Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.
SME means an enterprise falling within the category of micro, small and medium-sized enterprises defined by the Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium- sized enterprises;
Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.
Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.
Company Balance Sheet Date has the meaning set forth in Section 3.10.
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
Petty Cash means a sum of money set aside on an imprest basis for the purpose of making change or paying small obligations.
Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:
State average current expense appropriations per student means the most
Company Balance Sheet has the meaning set forth in Section 3.04(e).
Intercompany Debt has the meaning specified in Section 7.02.
Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.
Interim Balance Sheet Date has the meaning set forth in Section 3.06.