Major Disposition definition

Major Disposition means any Subject Disposition (or any series of related Subject Dispositions) or any Involuntary Disposition (or any series of related Involuntary Dispositions), in each case resulting in the receipt by one or more members of the Consolidated Group of Net Cash Proceeds in excess of $100.0 million.

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Major Disposition has the meaning set forth in Section 7.4(a)(vi).

Major Disposition means any Subject Disposition (or any series of related Subject Dispositions) or any Involuntary Disposition (or any series of related Involuntary Dispositions), in each case resulting in the receipt by one or more members of the Consolidated Group of Net Cash Proceeds in excess of $50.0 million.

Examples of Major Disposition in a sentence

• Except in connection with a Major Disposition in connection with the Qualified Offering, Borrower will conduct its operations in the ordinary course of business consistent with its past practices.

• Upon any Major Disposition by Borrower, Borrower shall, within two (2) Business Days of Borrower’s receipt of the proceeds of such Major Disposition, satisfy the entire outstanding principal amount of the Term Loans, all accrued and unpaid interest thereon, and all other components of the Obligations together with the Prepayment Premium.

• Except in connection with a Major Disposition, Borrower shall not, directly or indirectly, create, incur or assume any Lien upon any Collateral, whether now owned or hereafter acquired, except (i) Liens created under the Facility Documents, (ii) Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or are otherwise of an immaterial nature and (iii) purchase money security interests in property acquired using Permitted Debt.

• Borrower shall not dispose of any interest in any Collateral, except for (i) any Major Disposition in accordance with Section 2.08, and (ii) any other Disposition that is not a Major Disposition of the Collateral to a third party in an arms-length transaction on terms fair and reasonable to Borrower as determined by Borrower’s board of directors in its sole discretion.

• Except in connection with a Major Disposition, Borrower shall not prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt of Borrower.

• Within 15 Business Days after the date of any Major Disposition, the Borrower shall notify the Administrative Agent thereof and whether and to what extent the Net Cash Proceeds received therefrom is intended to be used to reinvest or make prepayments pursuant to Section 2.06(b)(ii).

• Except in connection with a Major Disposition, without the prior consent of the Lenders, Borrower shall not, directly or indirectly, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of, whether in one transaction or in a series of transactions, all or substantially all of the property and assets (whether now owned or hereafter acquired) of Borrower to any Person.

• Net proceeds (summed to arrive at total Proceeds of sale) takes into account deductions for fees, expenses, disbursements and costs incurred in connection with each transaction comprising a Major Disposition, as per Exhibit J.

• Except in connection with a Major Disposition, Borrower shall preserve renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization.

More Definitions of Major Disposition

Major Disposition shall have the meaning set forth in Section 2.3(n).

Major Disposition has the meaning specified in Section 2.05(b).

Major Disposition means the sale or other disposition by one or more of Debtors, in a single transaction or a related series of transactions, of Collateral with a fair value in excess of ten million dollars, not in the ordinary course of business; except that:

Major Disposition means the sale, transfer, lease, license, contribution or other conveyance of all or substantially all of the assets of Borrower that results in net cash proceeds to Borrower sufficient to and which are actually employed to fully satisfy all of the Obligations in accordance with Section 2.08.