Qualifying Asset Sale shall have the meaning set forth in Section --------------------- 5.05
Qualifying Asset Sale means (i) the sale, exchange, lease or other disposition of all or substantially all of the assets of the Company, or (ii) the sale, exclusive license or other disposition of the rights held by the Company or a subsidiary of the Company in or to one or more patents that has or have been asserted against one or more parties in any litigation proceeding to which the Company or any of its subsidiaries is currently a party as of December 4, 2015 (the “Subject Patents”) including but not limited to by way of the sale, transfer or other disposition of a majority of the equity ownership interests of any subsidiary or other entity directly or indirectly controlled by the Company and that owns or otherwise holds any of the Subject Patents.
Qualifying Asset Sale means the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the property and assets of Parent and its Subsidiaries, taken as a whole, including goodwill and corporate franchises, to any Person or Group of Persons (other than any Subsidiary of Parent); provided that in no event shall any such sale be deemed to be a Qualifying Asset Sale unless the property and assets involved produced more than two-thirds of Parent's consolidated annual revenues in at least two of the prior three fiscal years or more than two-thirds of Parent's consolidated annual earnings before interest, taxes, depreciation and amortization in at least two of the prior three fiscal years.
Examples of Qualifying Asset Sale in a sentence
Qualifying Asset Sale received during the Mandatory Reduction Period shall only be (i) applied to permanently retire Debt owing by Corp.
In no event may Employee earn more than one Asset Sale Bonus under this Subsection 3.5(a)(iii), including, for the avoidance of doubt, if any Asset Sale Bonus was received in respect of the Third Qualifying Asset Sale pursuant to the Prior Agreement.
Qualifying Asset Sale not later than 10:30 A.M., New York City time, on the date of the proposed consummation thereof.
In no event may Employee earn more than one Asset Sale Bonus under this Subsection 3.5(a)(ii), including, for the avoidance of doubt, if any Asset Sale Bonus was received in respect of the Second Qualifying Asset Sale pursuant to the Prior Agreement.
No prepayment, including any Qualifying Asset Sale Reduction, shall be made until NCP-Seven (a) delivers to Bank prior written notice of its intent to prepay, which notice shall be given at least 10 Business Days before the date of prepayment and contain the amount to be prepaid, and (b) pays any premium required below.
More Definitions of Qualifying Asset Sale
Qualifying Asset Sale means any Disposition of property or series of related Dispositions of property (including in each case securities of Subsidiaries) by the Borrower or any of its Designated Subsidiaries to any Person other than the Borrower or any of its Wholly Owned Subsidiaries that yields gross proceeds to the Borrower and its Designated Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $10,000,000, other than:
Qualifying Asset Sale means any Asset Sale or series of related Asset Sales involving the Disposition of Property having a Fair Market Value in excess of U.S.$15.0 million, provided that an Asset Sale or series of related Asset Sales that is a Change of Control shall not be a Qualifying Asset Sale.
Qualifying Asset Sale means any Asset Sale by the Borrower or any Subsidiary; provided, that, (a) at the time of such Asset Sale, no Event of Default shall have occurred and be continuing or would result from such Asset Sale, (b) such Disposition shall be for fair market value (as determined by the Borrower in good faith) and (c) the purchase price for the property or assets acquired in such Asset Sale shall be paid to the Borrower or such Subsidiary, as the case may be, for not less than seventy-five percent (75%) cash and cash equivalent consideration; provided, however, that for the purposes of this clause (c), the following shall be deemed to be cash: (i) any liabilities (as shown on the Borrower’s most recent balance sheet (or in the footnotes thereto) provided hereunder) of the Borrower or such Subsidiary (other than liabilities that are by their terms subordinated to (x) the Obligations and (y) the Obligations under and as defined in the Revolving Credit Agreement) that are assumed by the transferee with respect to the applicable Asset Sale and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (ii) any securities received by the Borrower or such Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash or cash equivalents (to the extent of the cash or cash equivalents received in the conversion) within one hundred eighty (180) days following the closing of the applicable Asset Sale; and (iii) any Designated Non-Cash Consideration in respect of such Asset Sale having an aggregate fair market value, taken together with the Designated Non-Cash Consideration in respect of all other “Qualifying Asset Sales”, not in excess of $10,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured as of the time received).
Qualifying Asset Sale means any Asset Sale by the Borrower or any Subsidiary; provided, t hat, (a) at the time of such Asset Sale, no Event of Default shall have occurred and be continuing or would result from such Asset Sale, (b) such Disposition shall be for fair market value (as determined by the Borrower
Qualifying Asset Sale means any sale, license, exchange, transfer or disposition by Aegerion, in a single transaction or in a series of transactions, of all or substantially all of its ownership interests in or commercialization rights associated with JUXTAPID or MYALEPT.
Qualifying Asset Sale means any non-ordinary course sales or other dispositions of any property or assets (excluding any transaction or series of related transactions in which the Net Cash Proceeds are less than $25,000,000) (including any non-ordinary course sale or issuance of any Equity Interest, in each case to third parties, by any Subsidiary), other than (i) sales or other dispositions in the ordinary course of business including dispositions of property or assets no longer used or useful or that are obsolete (as reasonably determined by the Borrower), (ii) sale-leasebacks by the Borrower and its Subsidiaries, (iii) sales or other dispositions between or among the Borrower and any of its affiliates, (iv) the sale or other disposition of assets held by joint ventures, (v) the unwinding of hedge arrangements, (vi) factoring and similar arrangements, including dispositions of receivables, in the ordinary course of business, (vii) any equipment financing or leasing transactions and (viii) the sale or other disposition of assets in connection with receivable securitization programs.
Qualifying Asset Sale means the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the property and assets of Parent and its Subsidiaries, taken as a whole, including goodwill and corporate franchises, to any Person or Group of Persons (other than any Subsidiary of Parent); provided that in no event shall any such transaction be deemed to be a Qualifying Asset Sale unless the property and assets involved produced more than two-thirds of Parent’s consolidated annual revenues in at least two of the three full fiscal years prior to the date of such transaction or more than two-thirds of Parent’s consolidated annual earnings before interest, taxes, depreciation and amortization in at least two of the three full fiscal years prior to the date of such transaction.