Material Asset Disposition definition

Material Asset Disposition any Asset Disposition of all or any substantial part of the assets of Borrower and its Subsidiaries, taken as a whole, to any Person (other than Borrower or any of its Subsidiaries). For purposes of this definition, any subsidiary or the assets of a business operation which, in each case, if separately counted would constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X promulgated by the United States Securities and Exchange Commission shall be deemed to constitute a "substantial part of the assets" of such Borrower and its Subsidiaries, taken as a whole.

Material Asset Disposition means any Asset Disposition resulting in Net Cash Proceeds of more than $3,000,000 in any single or a series of related transactions.

Material Asset Disposition means any sale, assignment, lease, sale/leaseback or other transfer or disposal by a Group Member to any other Person (other than to another Group Member), whether in one transaction or in a series of related transactions, of any of such Group Member’s properties or assets for an aggregate consideration in excess of $100,000,000.

Examples of Material Asset Disposition in a sentence

• Under the terms of the consulting agreement, the Executive shall consult with respect to the assets and liabilities of the Company as they existed immediately before the Extraordinary Transaction or the Material Asset Disposition.

• Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.18 (including for purposes of determining the Applicable Percentage) shall be made on a Pro Forma Basis with respect to any Material Asset Disposition or Acquisition occurring during the applicable period.

• If the non-cash consideration paid in the Material Asset Disposition consists of preferred stock or debt securities (regardless of whether a public trading market existed for such preferred stock or debt securities prior to consummation of the Material Asset Disposition or exists thereafter), the value hereof shall be the face or principal amount, as the case may be.

• Any amounts payable by a purchaser to the Company, any shareholder of the Company or any Affiliate of either the Company or any shareholder of the Company in connection with a non-competition, employment, consulting, licensing, supply or other agreement shall be deemed to be part of the consideration paid in the Material Asset Disposition.

• If the Executive has been Terminated For Cause, or is otherwise not employed by the Company and not available to consult for the Company, at the time the definitive agreement regarding such Material Asset Disposition is executed, then the Bonus Percentage shall be 0%.

More Definitions of Material Asset Disposition

Material Asset Disposition means any Asset Disposition or series of related Dispositions that (i) involves assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Subsidiary and (ii) yields gross proceeds to any Group Company in excess of $300,000,000.

Material Asset Disposition as used herein means, without duplication for the same matter: (i) a transaction which results in a majority of the equity interest in the Company being beneficially owned by any "person" or "persons," including any "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than any of the Company's present Affiliates; (ii) a sale or series of sales by the Company of subsidiaries, divisions, assets (other than marketable securities), or operating businesses representing in the aggregate 20% or more of

Material Asset Disposition means any Asset Disposition resulting in Net Cash Proceeds of more than $250,000 in any single or a series of related transactions.

Material Asset Disposition means any Asset Disposition resulting in the greater of Net Cash Proceeds of more than $6,000,000 or 2% of Consolidated EBITDA for the four fiscal‑quarter period ending as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information in any single or a series of related transactions.

Material Asset Disposition means an Asset Disposition the Net Cash Proceeds of which are in excess of $10,000,000.

Material Asset Disposition means one or more Asset Dispositions pursuant to Section 7.10(j) in respect of which (either before or after giving effect thereto) the Credit Parties (or one or more of them) have received (a) in the aggregate during any Fiscal Year, Net Cash Proceeds in an amount in excess of $7,500,000, or (b) in the aggregate and on a cumulative basis during the term of this Agreement, Net Cash Proceeds in an amount in excess of $20,000,000.

Material Asset Disposition means an Asset Disposition the Net Cash Proceeds of which are in excess of $5,000,000.