Sale or Liquidation definition

Sale or Liquidation means, when used with respect to an Investment Position, any: (a) sale, lease, transfer or other disposition (including but not limited to sale-lease backs, transfers that are the equivalent of a mortgage or pledge, and transfers by operation of law) by the Borrower of legal or beneficial title to the Investment Position (except transfers from the Borrower to an entity which controls, or is controlled by, or is under common control with the Borrower), whether for cash or other consideration, and whether or not in the Ordinary Course; and (b) any other event upon the occurrence of which the Borrower receives consideration in exchange for an Investment Position, including but not limited to the dissolution and liquidation of any entity in which the Borrower holds an Investment Position.
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Examples of Sale or Liquidation in a sentence

  • The Borrower thereafter shall be entitled to deduct from the remaining proceeds of Sale or Liquidation the amount required to pay the Federal, State and Municipal income tax liability of the ultimate beneficial owners for income tax purposes (taking into account all tiering arrangements) of the Borrower arising in connection with the Sale or Liquidation of or other distribution from an Investment Position.

  • The Borrower shall apply 100% of the balance of the proceeds of Sale or Liquidation to funding the Cash Collateral Account until such time as the principal amount on deposit therein is equal to ten percent (10%) of the Combined Balance of the Loan.

  • All payments pursuant to this Section 2.5(e) shall be made within 20 days of the Subsequent Sale or Liquidation.

  • In the event of a Subsequent Sale or Liquidation which occurs after November 30, 2004, Buyer shall pay to Seller, in lieu of all future Earnout payments, (i) the Subsequent Sale Compensation or Liquidation Compensation (each as defined below); provided, however, that in the event Projected Revenue on the date of a Subsequent Sale or Liquidation is less than $25,000,000, the Subsequent Sale Compensation or Liquidation Compensation payable by Buyer to Seller shall be zero.

  • Each distribution of Proceeds From Sale or Liquidation shall be made, (A) to the holders of Units, in proportion to the respective Capital Contributions (if any) made by each such holder, until the aggregate amount distributed pursuant to this Section 5.1(a)(iii)(A) is equal to the aggregate amount of Capital Contributions made by such holders, and thereafter (B) to the holders of Units in proportion to the number of Units held by such holder at the time of such distribution.

  • Each distribution of Distributable Assets (other than in respect of Proceeds From Sale or Liquidation) shall be made to the holders of Class B Units, in proportion to the number of Class B Units held by such holders at the time of such distribution.

  • Each Shareholder shall be entitled to receive dividends which may be paid from time to time, when and if dividends are paid from the profits of the Company and, if permitted under Dutch law, as a result of a sale by the Company (effected directly or indirectly through an Affiliate) of shares or assets of the Company or a subsidiary other than pursuant to an IPO, Sale or Liquidation Event.

  • If at the time of sale or liquidation of KAI's Interest such losses have not been fully absorbed, such losses shall be deducted from any distribution to KAI of Profit Upon Sale or Liquidation, or if Shorewood is acquiring KAI's interest the accumulated loss, if any, may be deducted from the purchase price; provided, however, that such losses shall not be deducted from any distribution to KAI if Shorewood is matching an offer to KAI, pursuant to Section 1 of Exhibit A hereto.

  • Actions referred to in Paragraph 4(a)(ii) of Schedule 1 1 The Borrower has, in accordance with the Privatization Program, completed the Sale or Liquidation of at least 14 enterprises as provided in paragraph 20(a) of the Program, including at least 4 medium-sized enterprises.

  • This Section 3 (Liquidation Preference) constitutes an agreement between and among the Shareholders and the Issuer in their internal relationship and, unless otherwise agreed between them, shall apply irrespective of whether or not the definitive agreement(s) with any (other) person(s) resulting in or pertaining to a Sale or Liquidation event contain provisions to the contrary.