Qualifying Disposition definition

Qualifying Disposition means a sale, transfer or other disposition of Relevant Collateral Shares:

Qualifying Disposition means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition.

Qualifying Disposition means a sale, transfer or other disposition of Common Shares delivered upon conversion of the Notes (i) to any Person who acquires them in a broadly distributed public offering of such Common Shares (including the underwriter or placement agent of such offering, which may be the relevant converting Holder or an Affiliate of such converting Holder); (ii) effected on any securities exchange so long as neither the relevant converting Holder nor any Affiliate of such converting Holder solicited or arranged for the solicitation of orders to buy such Common Shares in anticipation of or in connection with such sale; (iii) made in compliance with the manner-of-sale requirements set forth in Rule 144(g) under the Securities Act; (iv) that constitutes the return of Common Shares in satisfaction of an existing share loan transaction; (v) to a Person or entity that is not, and after giving effect to such sale, transfer or other disposition, will not be, an “affiliate” (as such term is used in Rule 144) of the Company (based on representations made by such Person or entity) after taking into account all other sales of such Common Shares to such Person entity (other than pursuant to clause (i), (ii), (iii) or (iv) above); (vi) to a Person or entity that is an “affiliate” (as such term is used in Rule 144) of the Company prior to such sale, transfer or other disposition so long as the number of Common Shares sold, transferred or otherwise disposed of to such Person or entity (in any manner at any time, in one transaction or a series of transactions) does not in the aggregate exceed 9.0% of the outstanding Common Shares after taking into account all other sales of Common Shares to such Person or entity (other than pursuant to clause (i), (ii), (iii) or (iv) above); or (vii) to the Company or any Subsidiary of the Company.

Examples of Qualifying Disposition in a sentence

• For the avoidance of doubt, the Management Fee shall not be modified or reduced except as expressly set forth in this Section 9, and shall not be modified or reduced for changes and amendments with respect to any NLOP Property, other than a Qualifying Disposition, including, but not limited to (i) new or amended lease arrangements, (ii) property vacancies, (iii) insolvency or bankruptcy, or (iv) changes in the operating performance of such NLOP Property.

• Notwithstanding any other provision of this Indenture to the contrary, each converting Holder covenants and agrees that any sale, transfer or other disposition of Common Shares delivered upon conversion of the Notes must be a Qualifying Disposition.

• Notwithstanding any other provision of the Margin Loan Documentation to the contrary, any sale, transfer or other disposition of Relevant Collateral Shares by Secured Party must be a Qualifying Disposition.

• The Indenture provides that, subject to certain conditions, in the event of certain Asset Dispositions and Qualifying Dispositions and receipt by the Company of VAT Cash Proceeds, the Company will be obligated to offer to purchase on a pro rata basis Notes at a Repurchase Price equal to 100% of the principal amount thereof plus accrued interest and Additional Amounts, if any, thereon to the Repurchase Date, with the Net Cash Proceeds of such Asset Disposition or Qualifying Disposition or VAT Cash Proceeds.

• In the event of each Qualifying Disposition occurring during the Covenant Relief Period, the applicable Financial Covenant required pursuant to this Section 7.07(b) shall be decreased by 0.25:1.00.

More Definitions of Qualifying Disposition

Qualifying Disposition means a Disposition (not including the sale or discount of receivables and related assets in connection with receivables financing, securitization or factoring arrangements permitted under this Agreement), by Holdings or any of its Subsidiaries to any other Person (other than another Group member), that yields gross proceeds to Holdings and its Subsidiaries of $300,000,000 or more.

Qualifying Disposition means any GTFM Disposition which (a) is an Exchange Transaction, (b) is a Partial Qualifying Disposition, (c) is a Receivables Securitization Facility Foreclosure or (d) meets each of the following requirements:

Qualifying Disposition means any Disposition pursuant to Section 7.05(l) generating Net Proceeds in excess of $1,000,000.

Qualifying Disposition means a sale, transfer or other disposition of the Collateral Securities:

Qualifying Disposition means a sale, transfer or other disposition of Nasdaq Collateral Shares:

Qualifying Disposition means any Disposition pursuant to Section 7.05(l) generating Net Proceeds in excess of $1,000,000, the Net Proceeds of which are not required to be applied to the prepayment of the obligations under the First Lien Credit Agreement.

Qualifying Disposition means a sale, transfer or other disposition of the Collateral Shares: