Special Proceeds definition

Special Proceeds means an amount equal to:
Special Proceeds means any Cash Dividend distributed to the Company by Bezeq, which derives from profits other than Bezeq's ongoing operations.

Examples of Special Proceeds in a sentence

  • Notwithstanding the provisions of Section 6.6.2 and 6.6.3, with respect to Special Proceeds, as defined below, there shall be no limitation with respect to the dates of issuance of the Indicative Request and the Binding Request, provided that the Binding Request is submitted at least fifteen (15) days after the date of submittal of the Indicative Request, but not more than thirty (30) days after the date of submittal of the Indicative Request.

  • Observe that for q to be satisfied by , we require not only that =IAR q, but also that there exists a cause for q that does not contain any assertions known to be false, i.e. =IAR q should hold ‘for a good reason’.

  • He stated that Sea Gull Drive was originally blocked off because of concerns with crime.

  • The Issuer shall commence the Special Proceeds Offer by providing the written notice required pursuant to Section 4.22(e), with a copy provided contemporaneously therewith to the Trustee.

  • Upon completion of any such Special Proceeds Offer, the amount of Special Proceeds shall be reset at zero.


More Definitions of Special Proceeds

Special Proceeds means any proceeds from asset sales, debt financings or equity issuances received by the Company directly or indirectly through distributions from Jackalope LLC or any Agreed Midstream Project.
Special Proceeds means any aggregate Net Cash Proceeds received by Borrower or any Subsidiary from, and all tax savings directly associated with, the sale, transfer or disposition of Designated Assets in excess of the aggregate amount disclosed in the Side Letter.
Special Proceeds means, with respect to any Special Proceeds Event, the Net Available Cash from such Special Proceeds Event; PROVIDED that the Net Available Cash from a Special Proceeds Event relating to an Existing Subsidiary shall not constitute Special Proceeds if and to the extent that: (A) the aggregate amount of Net Available Cash from all Special Proceeds Events excluded from the definition of Special Proceeds under this proviso after the Issue Date does not exceed $30 million; (B) at the date of such Special Proceeds Event, the Fixed Charge Coverage Ratio is greater than 2.25:1.0; and (C) with respect to any Asset Sale, the Facilities owned by each of the Existing Subsidiaries and each of the Existing Joint Ventures have commenced commercial operation; and PROVIDED FURTHER, that the Net Available Cash from any Special Proceeds Event relating to an Existing Joint Venture shall not constitute Special Proceeds if and to the extent that (A) at the date thereof, the Fixed Charge Coverage Ratio is greater than 2.25:1.0 and (B) with respect to any Asset Sale, the Facilities owned by each of the Existing Subsidiaries and each of the Existing Joint Ventures have commenced commercial operation.
Special Proceeds means (x) proceeds of the sale of Borrower's real estate located in Houston, Texas, and (y) proceeds (other than from sales of machinery, equipment or dies and other than from the sale of the real estate in Houston, Texas) not exceeding in the aggregate $500,000 per Fiscal Year on a noncumulative basis.
Special Proceeds means any net cash proceeds received from all sales of C/C Assets (as defined below) in excess of $600.0 million in the aggregate. A-5 Mandatory prepayments will be applied first to the Tranche B Facility (provided that Tribune may elect to apply such prepayment to the next four occurring installments of the Tranche B Facility occurring immediately after the date of such prepayment) and then to reduce outstanding Loans and commitments under the Revolving Facility. Notwithstanding the foregoing, to the extent that (i) a mandatory prepayment of the type described in clause (c) above would be required to be made with net cash proceeds received by foreign subsidiaries of Tribune; (ii) Tribune requires a dividend or distribution of such net cash proceeds from such foreign subsidiaries in order to make such prepayment and (iii) such dividend or distribution would result in a material adverse tax consequence to Tribune, then no such prepayment shall be required until such time as either such dividend or distribution is no longer required to make such prepayment or such dividend or distribution would no longer have a material adverse tax consequence to Tribune. Revolving Loans will be prepaid within one business day to the extent that the aggregate amount of credit extensions under the Revolving Facility exceeds the commitments in effect under the Revolving Facility. Voluntary Prepayments/ Reductions in Commitments: (A) Term Loan Facilities. Term Loans may be prepaid at any time in whole or in part at the option of Tribune, in a minimum principal amount and in multiples to be agreed upon, without premium or penalty (except, in the case of LIBOR borrowings, breakage costs related to prepayments not made on the last day of the relevant interest period). Voluntary prepayments will be applied as determined by Tribune. The unutilized portion of the commitments under the Delayed Draw Facility may be reduced at the option of Tribune, in a minimum principal amount and in multiples to be agreed upon, without premium or penalty. (B) Revolving Facility. The unutilized portion of the commitments under the Revolving Facility may be reduced (and loans thereunder may be repaid at any time) at the option of Tribune, in a minimum principal amount and in multiples to be agreed upon, without premium or penalty (except, in the case of LIBOR borrowings, breakage costs related to prepayments not made on the last day of the relevant interest period). A-6 Conditions to Effectiveness and ...
Special Proceeds means any proceeds from asset sales, debt financings or equity issuances received by the Company directly or indirectly through distributions from Jackalope LLC or any Agreed Midstream Project. -16- “Subscription Agreement” means that certain Subscription and Investment Agreement for Series A-2 Preferred Units in the Company dated as of the Effective Date by and among the Company, the Crestwood Member and the Holdings Member. “Subsidiary” means, with respect to any specified Entity, any corporation, association, partnership or other business entity (a) which is Controlled by such Entity and (b) the outstanding equity securities entitled to more than 50% of the distributions therefrom are held, directly or indirectly, by such Entity; provided, however, that, notwithstanding the foregoing, Jackalope LLC and its Subsidiaries will be deemed Subsidiaries of the Company when used in the definition of Public Offering, Section 6.03 and Section 7.04. “Surviving Provisions” has the meaning set forth in Section 4.06(f). “Tag-Along Acceptance” has the meaning set forth in Section 3.10(c). “Tag-Along Notice Period” has the meaning set forth in Section 3.10(c). “Tag-Along Offer” has the meaning set forth in Section 3.10(a). “Tag-Along Right” has the meaning set forth in Section 3.10(a). “Tag-Along Transfer” has the meaning set forth in Section 3.10(a). “Tag-Along Transfer Period” has the meaning set forth in Section 3.10(d). “Tag Interest” has the meaning set forth in Section 3.10(a). “Tax Advances” has the meaning set forth in Section 5.01(d). “Tax Proceeding” has the meaning set forth in Section 8.03. “Tax Year” has the meaning set forth in Section 2.06. “Total Amount in Default” means, as of any time, with respect to a Non-Funding Member, an amount equal to (a) the outstanding Post-Conversion Default that the Non-Funding Member has failed to pay pursuant to the terms of this Agreement, plus (b) Collection Costs applicable thereto, plus (c) interest accrued on the amounts set forth in clause (a) and clause (b) at an annual interest rate equal to the prime rate (as published on the applicable date of determination in the “Money Ratestable of The Wall Street Journal, Eastern Edition) plus an additional 10 percentage points (or, if such rate is contrary to any applicable law, the maximum rate permitted by such applicable law) compounded quarterly from the incurrence thereof until payment in full. “Transfer”, “Transferred” or “Transferring” means with respect to a Perso...
Special Proceeds has the meaning set forth in Section 5.4(a).