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.

  • 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.

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

  • Allocation of Income and Loss Arising From a Repayment, Sale or Liquidation.

  • 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 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.

  • 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.

  • Such notice also shall specify the date as of which it is expected that holders of Class A Common Stock of record shall be entitled to exchange their Class A Common Stock for shares of stock or other securities or property or cash deliverable upon such reclassification, reorganization, Merger, Sale or Liquidation.

Related to Sale or Liquidation

  • Insolvency or Liquidation Proceeding means, with respect to any Person, any liquidation, dissolution or winding up of such Person, or any bankruptcy, reorganization, insolvency, receivership or similar proceeding with respect to such Person, whether voluntary or involuntary.

  • Liquidation means the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association, as amended, if the Company fails to consummate a Business Combination.

  • Cash Liquidation As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan.

  • Deemed Liquidation means a liquidation of the Company that is deemed to occur pursuant to Treas. Reg. Section 1.708-1(b)(1)(iv) in the event of a termination of the Company pursuant to section 708(b)(1)(B) of the Code.

  • Senior Liquidation Amount For any Distribution Date, the sum of (A) the aggregate, for each Mortgage Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Senior Percentage of the Principal Balance of such Mortgage Loan and (ii) the Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Senior Prepayment Percentage of any Subsequent Recoveries for such Distribution Date.

  • dissolution “insolvency”, or “reorganisation” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, arrangement, protection or relief of debtors;

  • Winding-Up means the period triggered by dissolution during which the limited liability company ceases to carry on business, except to the extent necessary for concluding affairs, and disposing of assets under section 10-32.1-51.

  • Pro-rata Liquidation means an amount equal to the liquidation of the relevant Collateral Assets held in the Margin Account for a Series of ETP Securities, pro rata to the amount of ETP Securities being redeemed divided by the total number of ETP Securities for such Series, after the pro rata deduction of all costs and expenses incurred by the Issuer in connection with the liquidation of such Collateral Assets, the pro rata deduction of the Arranger Fee and any Funding and Brokerage Fees.

  • Liquidation Period has the meaning set forth in Section 10.6 of this Agreement.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • 10% in Liquidation Amount means, with respect to the Trust Securities, except as provided in the terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together as a single class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.

  • Initial Liquidation Preference means one thousand dollars ($1,000.00) per share of Convertible Preferred Stock.

  • Winding Up Period means the period from the Dissolution Event to the Termination of the Company.

  • Liquidation Call Right has the meaning ascribed thereto in the Plan of Arrangement;

  • Series A Liquidation Preference means a liquidation preference for each Series A Preferred Unit initially equal to $25.00 per unit, which liquidation preference shall be subject to increase by the per Series A Preferred Unit amount of any accumulated and unpaid Series A Distributions (whether or not such distributions shall have been declared).

  • Liquidation Parity Stock means any class or series of stock of the Corporation (other than the Series L Preferred Stock) that ranks equally with the Series L Preferred Stock in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

  • Net Liquidation Proceeds With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

  • Liquidation Date means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

  • Loss-to-Liquidation Ratio means the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the aggregate Outstanding Balance of all Receivables which became Defaulted Receivables during such month, by (ii) the aggregate amount of Collections received by the Collection Agent during such period.

  • Deemed Liquidation Event means (a) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • Bankruptcy means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

  • Series A Liquidation Value means the sum of the Series A Liquidation Preference and declared and unpaid distributions, if any, to, but excluding, the date of the Dissolution Event on the Series A Preferred Mirror Units.

  • Qualified Liquidation The meaning set forth from time to time in the definition thereof at Section 860F(a)(4) of the Code (or any successor statute thereto) and applicable to the Trust.

  • Majority in Liquidation Amount means, with respect to the Trust Securities, except as provided in the terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together as a single class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.

  • Series C Liquidation Preference means a liquidation preference for each Series C Preferred Unit initially equal to $25.00 per unit (subject to adjustment for any splits, combinations or similar adjustments to the Series C Preferred Units), which liquidation preference shall be subject to increase by the per Series C Preferred Unit amount of any accumulated and unpaid Series C Distributions (whether or not such distributions shall have been declared).

  • Liquidation Trust means the trust created pursuant to the Liquidation Trust Agreement on the Effective Date in accordance with the Plan, the Confirmation Order and the Liquidation Trust Agreement.