Permitted JV Transaction definition

Permitted JV Transaction means a transaction pursuant to which (a) (i) Holdings or a Subsidiary contributes assets or property (including Equity Interests) to a joint venture in exchange for consideration which may include cash, Equity Interests in the joint venture, other property, or some combination of the foregoing, (collectively, the “Consideration”), (ii) the fair market value of the Consideration received is equal to at least 90% of the fair market value of the contributed assets or property (in each case, as determined in good faith by the applicable Obligated Party’s board of directors or analogous body), and (iii) Holdings provides, and no Subsidiary of Holdings provides, with respect to the incurrence of Indebtedness by the joint venture, a guaranty or indemnity arrangement of the joint venture or any member of the joint venture in an amount not to exceed the fair market value of the assets or property contributed by Holdings or such Subsidiary; provided, that, at the time of the consummation of any such transaction and immediately after giving effect thereto, (A) no Default or Event of Default shall have occurred and be continuing, (B) Unused Availability is not less than 20% of the Borrowing Base, (C) the Consolidated First Lien Leverage Ratio is not greater than 2.25:1.0 through December 31, 2010 and 2.0:1.0 thereafter, and (D) as a result of such transaction the Borrowing Base shall not be reduced in an amount greater than 15% of the Borrowing Base in effect immediately preceding the consummation of such transaction, or (b) (i) Holdings or a Subsidiary contributes real property and other assets (not including any Accounts, Inventory or Vessels) to an operational joint venture or strategic alliance in exchange for Consideration and (ii) the fair market value of the Consideration received is equal to at least 90% of the fair market value of the contributed assets or property (in each case, as determined in good faith by the applicable Obligated Party’s board of directors or analogous body) provided, that, at the time of the consummation of any such transaction and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. In the event the formation of a joint venture does not meet the specific requirements set forth above, it will still qualify as a “Permitted JV Transaction” if it is a transaction pursuant to which Holdings or a Subsidiary forms a joint venture on terms and conditions reasonably satisfactory to Agen...
Sample 1
Permitted JV Transaction means any of the following: (a) the contribution of a Facility by the Company or a Wholly-Owned Restricted Subsidiary to a Permitted Joint Venture pursuant to Section 8.8(n), (b) the lease or sublease of a Facility to a Permitted Joint Venture pursuant to Section 8.2(i), and (c) each and any Limited Permitted JV Transaction not described in the preceding clause (a) or (b). For purposes of this Agreement, any property or other asset (including, without limitation, a Facility and Cash) shall be deemed to have been subject to a Permitted JV Transaction if it is contributed, leased or subleased to a Permitted Joint Venture pursuant to Section 8.8(n) or 8.2(i), as applicable, if it is owned by a Restricted Subsidiary at the time such Restricted Subsidiary enters into a transaction described in clause (b) or (c) of the definition of Limited Permitted JV Transaction, if it is owned by a Restricted Subsidiary whose capital stock is being sold pursuant to a transaction described in clause (d) of the definition of Limited Permitted JV Transaction or if it is a Facility that is owned by, or leased or subleased to, a Permitted Joint Venture as a result of a Permitted JV Transaction (other than a Limited Permitted JV Transaction) at the time a Limited Permitted JV Transaction described in clause (e) of the definition of Limited Permitted JV Transaction occurs with respect to such Permitted Joint Venture."
Sample 1
Permitted JV Transaction a transaction pursuant to which (a) (i) Group or a Restricted Subsidiary contributes assets or property (including Equity Interests, but specifically excluding Blue Water Domestic Vessels and Blue Water International Vessels, which Borrowers acknowledge may not be contributed to any joint venture) to a joint venture in exchange for consideration which may include cash, Equity Interests in the joint venture, other property, or some combination of the foregoing, (collectively, the “Consideration”), (ii) in the case of contributed assets or Property other than Vessels, the fair market value of the Consideration received is equal to at least 90% of the fair market value of such contributed assets or property (in each case, as determined in good faith by the Board of Directors of the applicable Obligor), (iii) in the case of contributed Vessels, the fair market value of the Consideration received is equal to at least 100% of the net orderly liquidation value of such Vessels, as set forth in the most recent Vessel Appraisal conducted pursuant to Section 10.1.1(b), and such net orderly liquidation value does not exceed $25,000,000 in the aggregate during the term of this Agreement, and (iv) Group provides, and no Restricted Subsidiary of Group provides, with respect to the incurrence of Debt by the joint venture, a guaranty or indemnity arrangement of the joint venture or any member of the joint venture in an amount not to exceed the fair market value of the assets or property contributed by Group or such Restricted Subsidiary; provided, that, at the time of the consummation of any such transaction and immediately after giving effect thereto, (A) no Default or Event of Default shall have occurred and be continuing, (B) Availability at all times during the immediately preceding 30 day period shall be not less than 30% of the lesser of (x) the Borrowing Base and (y) the aggregate Commitments, (C) the Leverage Ratio shall not be greater than the Leverage Ratio set forth in Section 10.3.1 based on the Fiscal Quarter financial statements most recently delivered pursuant to Section 10.1.2(b) (without regard to whether a Covenant Trigger Period is then in effect), (D) the Fixed Charge Coverage Ratio shall be not less than 1.0 to 1.0, and (E) as a result of such transaction, when aggregated with all other such transactions, the Borrowing Base shall not be reduced in an amount greater than 15% of the Borrowing Base in effect immediately preceding the consummation of such ...
Sample 1

More Definitions of Permitted JV Transaction

Permitted JV Transaction means a transaction or series of simultaneous related transactions pursuant to which (1) American Commercial Lines or a Restricted Subsidiary contributes assets or property (including Capital Interests) to a joint venture in exchange for cash, property, Capital Interests or any combination of the foregoing and (2) the Company receives cash consideration equal to at least 90% of the fair market value of the contributed assets (as determined in good faith by the Company’s Board of Directors).
Sample 1
Permitted JV Transaction means a transaction or series of simultaneous related transactions pursuant to which (1) the Company or a Restricted Subsidiary contributes assets or property (including Capital Interests) to a joint venture in exchange for cash, property, Capital Interests or any combination of the foregoing and (2) the Company receives cash consideration equal to at least 90% of the fair market value of the contributed assets (as determined in good faith by the Company’s Board of Directors).
Sample 1

Related to Permitted JV Transaction

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with a fair market value (as determined in good faith by the Borrower) in excess of $50.0 million, the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) the Borrower and the Subsidiaries are in compliance with Section 5.09 to the extent required thereby with respect to any person acquired in such acquisition, and (vi) the aggregate amount of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests in persons that are not Subsidiary Loan Parties or persons that do not become Subsidiary Loan Parties upon consummation of such acquisition shall not exceed the sum of (x) the greater of (I) 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such acquisition or investment for which financial statements have been delivered pursuant to Section 5.04 and (II) $500.0 million and (y) the portion of Cumulative Credit on the date of such election by the Borrower.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Permitted Joint Venture Investment means an Investment by such Person in any other Person engaged in the Oil and Gas Business (a) over which such Person is responsible (either directly or through a services agreement) for day-to-day operations or otherwise has operational and managerial control of such other Person, or veto power over significant management decisions affecting such other Person, and (b) of which at least 30% of the outstanding Equity Interests of such other Person are at the time owned directly or indirectly by such Person.

  • Permitted Acquisition means any non-hostile acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or 50% or more of the voting capital stock of, or a business line or a division of, any Person; provided that:

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Permitted Joint Ventures means one or more joint ventures formed (a) by the contribution of some or all of the assets of the Company’s or a Permitted Affiliate Parent’s business solutions division pursuant to a Business Division Transaction to a joint venture formed by the Company, a Permitted Affiliate Parent or any of the Restricted Subsidiaries with one or more joint venturers and/or (b) for the purposes of network and/or infrastructure sharing with one or more joint venturers.

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

  • Excluded Transactions means:

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Permitted Joint Venture means, with respect to any specified Person, a joint venture in any other Person engaged in a Similar Business in respect of which the Borrower or a Restricted Subsidiary beneficially owns at least 35% of the shares of Equity Interests of such Person.

  • Permitted Junior Debt means and include (i) any Permitted Junior Notes and (ii) any Permitted Junior Loans.

  • Permitted Receivables Financing means any one or more receivables financings in which (a) any Loan Party or any Restricted Subsidiary (i) sells (as determined in accordance with GAAP) any accounts (as defined in the Uniform Commercial Code as in effect in the State of New York), payment intangibles (as defined in the Uniform Commercial Code as in effect in the State of New York), notes receivable, rights to future lease payments or residuals (collectively, together with certain property relating thereto and the right to collections thereon, being the “Transferred Assets”) to any Person that is not a Subsidiary or Affiliate of the Borrower (with respect to any such transaction, the “Receivables Financier”), (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of such Transferred Assets and/or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier or (b) any Loan Party or any Restricted Subsidiary sells, conveys or otherwise contributes any Transferred Assets to a Receivables Financing SPC, which Receivables Financing SPC then (i) sells (as determined in accordance with GAAP) any such Transferred Assets (or an interest therein) to any Receivables Financier, (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of such Transferred Assets or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier; provided that (A) the aggregate Attributed Principal Amount for all such financings shall not at any time exceed $600,000,000 and (B) such financings shall not involve any recourse to any Loan Party or any Restricted Subsidiary for any reason other than (x) repurchases of non-eligible assets or (y) indemnifications for losses other than credit losses related to the Transferred Assets.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either

  • Permitted Bid Acquisition means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Permitted Junior Securities means Equity Interests in the Company or debt securities of the Company or the relevant Guarantor that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) or Guarantor Senior Debt (and any debt securities issued in exchange for Guarantor Senior Debt), as applicable, to substantially the same extent as, or to a greater extent than, the Notes are subordinated to Senior Debt or the Subsidiary Guarantees are subordinated to Guarantor Senior Debt, as applicable, pursuant to this Indenture.

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Parent Borrower, and if applicable, any Co-Borrower, in the form of one or more series of junior priority secured notes or junior priority secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of a Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness,” (iii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of the Intercreditor Agreements, (iv) such Indebtedness does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all other Obligations), in each case prior to 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (v) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Co-Borrowers or Guarantors and (vi) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Agent). Permitted Junior Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.