Major Asset Sale means an Asset Sale designated by the Company by prior notice to the Trustee as a Major Asset Sale, so long as in connection therewith
Major Asset Sale means an Asset Sale or series of related Asset Sales involving assets with a fair market value in excess of $25,000,000.
Major Asset Sale means any sale, disposition or other transfer of any assets or property of the Company, in a single transaction or series of related transactions, with a value equal to or greater than $100,000. For the avoidance of doubt, sales of products and services to customers in the ordinary course of the Company’s business, consistent with past practice, shall not constitute a Major Asset Sale.
Examples of Major Asset Sale in a sentence
In addition, the Company may redeem any or all of the outstanding Securities at a price of 112.375% of the Accreted Value thereof at the date of redemption, plus accrued and unpaid interest, if any, to the date of redemption, in the event of a Major Asset Sale.
In no event shall outstanding principal, interest and premium on the Notes in excess of the Net Proceeds of any Major Asset Sale be required to be prepaid under this provision.
Notwithstanding anything to the contrary in this Note, the Company’s obligations under this Section 2(b), with respect to any Major Asset Sale, may be waived on behalf of all Holders of Notes by a writing signed by the Secured Party.
Holders of Notes that are the subject of an offer to purchase will receive a Major Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.
Upon the commencement of an Excess Proceeds Offer or the Major Asset Sale Offer, as the case may be, the Company shall send, not less than 30 days nor more than 60 days before the Purchase Date, by first class mail, a notice to each of the Holders, with a copy to the Trustee.
More Definitions of Major Asset Sale
Major Asset Sale means a sale, lease or sub-lease (as lessor or sublessor), assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person, in one transaction or a series of related transactions, of all or any part of the business, assets or properties of any kind of Borrower or any of its Subsidiaries, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, for aggregate consideration greater than $500,000,000, other than (a) sales or other dispositions of assets that are obsolete, worn-out, superfluous or no longer used or useful in the ordinary course of Borrower’s or such Subsidiary’s business, (b) sales or other dispositions of LNG, Gas or other commercial products or inventory or equipment in the ordinary course of Borrower’s or such Subsidiary’s business and the leasing or sub-leasing of real property in the ordinary course of Borrower’s or such Subsidiary’s business, (c) issuances of Equity Interests by Borrower, (d) dispositions of Cash or Cash Equivalents, (e) dispositions in compliance with any applicable Government Rule or Government Approval and (f) sales, discounting or forgiveness of accounts receivable in the ordinary course of Borrower’s or such Subsidiary’s business or in connection with the collection or compromise thereof.
Major Asset Sale has the meaning set forth in Section 5.20.
Major Asset Sale means any Disposition by the Parent Guarantor or any of its Subsidiaries of a Single Asset; provided that in the case of any such Disposition the aggregate of all cash and the fair market value (as certified by a Principal Officer of the Parent Guarantor) of all property received by the Parent Guarantor or any of its Subsidiaries from or in respect of such Disposition exceeds $25,000,000; and provided further that (i) no such Disposition by any Wholly Owned Subsidiary of the Parent Guarantor to any other Wholly Owned Subsidiary of the Parent Guarantor shall constitute a Major Asset Sale and (ii) no Sale and Leaseback Transaction shall constitute a Major Asset Sale.
Major Asset Sale means an Asset Sale designated by the Borrower by prior notice to the Administrative Agent as a Major Asset Sale, so long as in connection therewith (i) the conditions specified in subsection (b) are satisfied and (ii) the Borrower receives Net Cash Proceeds in an aggregate amount not less than $1,000,000,000 (which shall be deemed Net Cash Proceeds of such Major Asset Sale for purposes of any prepayment provisions set forth in a Term Loan Supplement). For this purpose (i) a transaction which produces substantially the same economic result as a sale of a partial interest in an asset, as might be achieved, for instance, through contractual arrangements allocating future revenues and costs attributable to the asset, shall be deemed an Asset Sale even though there may be no change in title to the asset or in the ownership of the Person which has title to the asset and (ii) a subsequent related transaction with the same Acquiring Person (or an Affiliate thereof) contemplated by the terms of the initial Major Asset Sale with such Person shall, for purposes of determining the applicability of and compliance with this Section, be deemed a single cumulative transaction.
Major Asset Sale means the sale or other disposition of (i) all or substantially all of the Issuer’s assets or those of any of the Issuer’s Material Subsidiaries or (ii) the Equity Securities of any of the Issuer’s Material Subsidiaries.
Major Asset Sale means the sale or transfer of assets of the Company having a Fair Market Value in excess of $250,000, other than in the ordinary course of business, in one or a related series of transactions. The Note may be converted prior to the Redemption Date (as defined below), at the option of the Holder in accordance with Section 3. Notwithstanding anything to the contrary in this Note, the Company’s obligations under this Section 2(b), with respect to any Major Asset Sale, may be waived on behalf of all Holders of Notes by a writing signed by the Secured Party. In the event that the Net Proceeds are less than the amount of outstanding principal and interest and any premium required pursuant to Section 2(d) on the Notes then outstanding, then the Net Cash Proceeds allocated for prepayment of the Notes will be applied to such prepayment of the Notes on a pro rata basis to the Holders thereof based on then outstanding principal amounts. Any outstanding principal and interest on the Notes not redeemed pursuant to an Asset Sale Notice shall continue to remain outstanding pursuant to the terms hereof. Any such outstanding principal not prepaid shall not then be subject to Section 2(d) or Section 2(e) with respect to such prepayment. In no event shall outstanding principal, interest and premium on the Notes in excess of the Net Proceeds of any Major Asset Sale be required to be prepaid under this provision.
Major Asset Sale means any of the following asset sales: