Liquidating Sale definition

Liquidating Sale means the sale of substantially all of the then remaining Properties, either in one transaction or in a series of related transactions.
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Liquidating Sale means any Sale resulting in a dissolution of the Partnership under Article 17.1, including any Sale which is part of a series of Sales pursuant to a plan to sell or otherwise dispose of all or substantially all of the assets of the Partnership. For purposes of this Agreement, a Sale or other transfer of substantially all of the Partnership assets shall be deemed to have occurred if 66-2/3% or more in value of the Partnership's assets are sold or otherwise transferred. 1.25 "Loss" means the loss of the Partnership for federal income tax purposes arising from any Sale, and includes the Partnership's distributive share for federal income tax purposes of the loss arising from the sale or other disposition of all or a substantial portion of the assets of any joint venture or partnership in which the Partnership is a coventurer or partner. 1.26 "Net Cash Flow" means the Net Income or Net Loss of the Partnership for each fiscal year, with the following adjustments: (i) there shall be added to such Net Income or Net Loss the amount charged for any deduction not involving a cash expenditure (such as depreciation and amortization), and any cash receipts (excluding Net Sales Proceeds) which the General Partners, in their sole discretion, deem to be available for distribution; and (ii) there shall be subtracted from such Net Income or Net Loss the amount of any nondeductible reserves established or maintained by the General Partners and any other nondeductible cash items, including principal payments on indebtedness and distributions made to the Partners prior to the end of such fiscal year and the amount of any and all income not attributable to cash receipts of the Partnership (such as accrued accounts receivable). 1.27 "Net Income" means the taxable income of the Partnership for federal income tax purposes for each taxable year, determined using the accrual method of accounting and calculated without regard to Gain or Loss. 1.28 "Net Loss" means the taxable loss of the Partnership for federal income tax purposes for each taxable year, determined using the accrual method of accounting and calculated without regard to Gain or Loss. 1.29 "Net Sales Proceeds" mean in the case of a Sale described in Article 1.41(i), the proceeds of any such Sale less all costs and expenses associated with such Sale and the amount of all Real Estate Commissions paid by the Partnership. In the case of a Sale described in Article 1.41(ii), Net Sales Proceeds mean the proceeds of any such S...
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Liquidating Sale means (i) a sale of all shares of Common Stock and Special Common Stock beneficially owned by Parent to any person or group that is acquiring all outstanding voting stock of the Company at a per share consideration having at least the same value, and to be paid in the same form as (or in cash), and not later than, the per share consideration to be paid to Roche and its Affiliates in a transaction that has been approved by the Board and the stockholders in accordance with the requirements that would be applicable to a Business Combination under Article ELEVENTH of the Certificate of Incorporation proposed by Roche or (ii) if such transaction proposed by such person or group has been rejected by the Independent Directors or the stockholders entitled to vote thereon under Article ELEVENTH of the Certificate of Incorporation, the sale of all the shares of Common Stock and Special Common Stock beneficially owned by Parent to such person or group for per share consideration having not more than the same value, and payable in the same form, as was so proposed to be paid to stockholders.
Sample 1

Examples of Liquidating Sale in a sentence

  • In the case of a Liquidating Sale, the valuation of the Corporation, and the amount of any liquidation preference to which the holders of Senior Stock, Series A Stock and Parity Stock shall be entitled, shall be computed in the same manner as if the Corporation's available assets (valued at the value being given for the Corporation's shares or assets in such transactions) were actually being distributed to all shareholders in connection with such transaction.

  • Promptly following the completion of the solicitation of Liquidating Sale Offers by the Offering Partner pursuant to Section 13.3(a) and any appraisals required by Section 13.3(b)(1), if the aggregate Liquidation Value for all the assets of the Partnership and each Subsidiary is less than the aggregate Target Prices for all the assets of the Partnership and each Subsidiary, the Offering Partner shall so notify the Responding Partner in writing.

  • The Offering Partner, as Liquidator, shall solicit offers (each, a "Liquidating Sale Offer") to purchase, singly or in combination, each Business Asset owned by the Partnership and each Subsidiary or equity interests in the Persons owning each such Business Asset.

  • Net Cash Flow, Net Financing Proceeds and/or Extraordinary Cash Flow derived from a Liquidating Sale shall be distributed within ten (10) days after the event giving rise to the Net Financing Proceeds or Extraordinary Cash Flow and otherwise on a monthly basis: [***].

Related to Liquidating Sale

  • Liquidating Event has the meaning set forth in Section 13.1 hereof.

  • Liquidation Period has the meaning set forth in Section 10.6 of this Agreement.

  • self-liquidating paper means any draft, xxxx of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of the draft, xxxx of exchange, acceptance or obligation.

  • Liquidation means the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association, as amended, if the Company fails to consummate a Business Combination.

  • Liquidation Profits As to any Distribution Date and any Mortgage Loan that became a Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in respect of such Liquidated Loan over (ii) the unpaid principal balance of such Liquidated Loan plus accrued interest thereon in accordance with the amortization schedule at the time applicable thereto at the applicable Net Mortgage Interest Rate from the Due Date to which interest was last paid with respect thereto through the last day of the month preceding the month in which such Distribution Date occurs.

  • Deemed Liquidation means a liquidation of the Company that is deemed to occur pursuant to Treas. Reg. Section 1.708-1(b)(1)(iv) in the event of a termination of the Company pursuant to section 708(b)(1)(B) of the Code.

  • Liquidating Events shall have the meaning set forth in Section 13.1.

  • Cash Liquidation As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan.

  • Orderly Liquidation Value means the net amount (after all costs of sale), expressed in terms of money, which Agent, in its good faith discretion, estimates can be realized from a sale, as of a specific date, given a reasonable period to find a purchaser(s), with the seller being compelled to sell on an as-is/where-is basis.

  • Dissolution Date means, as the case may be:

  • Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets under Section 6.2 hereof.

  • Disposition Date shall have the meaning ascribed thereto in Subsection 5.1(d);

  • REO Disposition Period As defined in Section 3.14. REO Proceeds: Proceeds, net of any related expenses of the Servicer, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property) which are received prior to the final liquidation of such Mortgaged Property.

  • Liquidation Date means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

  • UNE Combination means a combination of two (2) or more Unbundled Network Elements that were or were not previously combined or connected in Qwest's network, as required by the FCC, the Commission or this Agreement.

  • Liquidation Distribution has the meaning specified in Section 9.4(d).

  • Dissolution Distribution Amount means, in relation to each Certificate:

  • Winding Up Period means the period from the Dissolution Event to the Termination of the Company.

  • Net Orderly Liquidation Value means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

  • dissolution “insolvency”, or “reorganisation” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, arrangement, protection or relief of debtors;

  • Net Liquidation Percentage means the percentage of the book value of Borrowers’ Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be as determined from time to time by an appraisal company selected by Agent.

  • Dissolution Event means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

  • Permitted RIC Distribution means distributions by each Borrower and its Subsidiaries (from the Collateral Accounts or otherwise) to the extent required to allow GCDLC to make sufficient distributions to qualify as a regulated investment company and to otherwise eliminate federal or state income or excise taxes payable by such Initial Borrower in or with respect to any taxable year of such Initial Borrower (or any calendar year, as relevant); provided that (A) the amount of any such payments made in or with respect to any such taxable year (or calendar year, as relevant) of such Initial Borrower shall not exceed 115% of the amounts that the Subsidiaries of such Initial Borrower would have been required to distribute to such Initial Borrower to: (i) allow such Initial Borrower to satisfy the minimum distribution requirements that would be imposed by Section 852(a) of the Code (or any successor thereto) to maintain its eligibility to be taxed as a regulated investment company for any such taxable year, (ii) reduce to zero for any such taxable year such Initial Borrower’s liability for federal income taxes imposed on (x) its investment company taxable income pursuant to Section 852(b)(1) of the Code (or any successor thereto) or (y) its net capital gain pursuant to Section 852(b)(3) of the Code (or any successor thereto), and (iii) reduce to zero such Initial Borrower’s liability for federal excise taxes for any such calendar year imposed pursuant to Section 4982 of the Code (or any successor thereto), in the case of each of (i), (ii) or (iii), calculated assuming that such Initial Borrower had qualified to be taxed as a RIC under the Code, and (B) after the occurrence and during the continuance of an Event of Default or a Default related to Section 10.1(a) or Section 10.1(i), all such distributions shall be prohibited, and only so long as (x) any Overadvance is cured immediately prior to and no Overadvance will exist after giving effect to such Permitted RIC Distribution (unless otherwise consented to by Administrative Agent in its sole discretion) and (y) such Initial Borrower delivers a RIC Distribution Notice to Administrative Agent at least ten (10) days prior to the applicable Distribution.

  • Total trihalomethanes (TTHM) means the sum of the concentration in milligrams per liter of the trihalomethane compounds: trichloromethane (chloroform), dibromochloromethane, bromodichloromethane, tribromomethane (bromoform), rounded to two significant figures after addition.

  • Liquidation Call Right has the meaning ascribed thereto in the Plan of Arrangement;

  • Liquidation Value With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.