Specified Disposition definition

Specified Disposition means any disposition of all or substantially all of the assets or Capital Stock of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

Specified Disposition means (a) any Disposition having gross sales proceeds equal to or greater than $50,000,000 or (b) any other Disposition designed as a “Specified Disposition” by the Borrower in the applicable Compliance Certificate.

Specified Disposition means any sale, transfer or other disposition, or series of related sales, transfers or other dispositions (other than (x) in the ordinary course of business or (y) among Holdings, the Borrower and the Restricted Subsidiaries), (a) that involves assets comprising all or substantially all of an operating unit of a business or common Equity Interests of any Person, in each case owned by any Restricted Company and (b) the total consideration in respect of which exceeds $5,000,000.

Examples of Specified Disposition in a sentence

• If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the amount to be rejected, any such failure will be deemed an acceptance of the total amount of such Specified Disposition Prepayment/Reduction to which such Lender is otherwise entitled.

• So long as any Note remains outstanding, subsequent offers to prepay shall be made iteratively as provided in this paragraph until the earlier of (x) such holder’s failure to accept the most recent such offer, and (y) such time as the applicable Specified Debt Proceeds or Specified Disposition Proceeds have been exhausted.

• Neither Borrower will, nor will it permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction, except to the extent such Sale/Leaseback Transaction is entered into in connection with a Specified Disposition.

• When calculating Consolidated EBITDA or Consolidated Interest Charges for any period in order to determine compliance with the financial maintenance covenants set forth in Section 7.11 or in order to determine the Applicable Rate, such calculations shall be made on a Pro Forma Basis with respect to each Permitted Acquisition or Specified Disposition that occurred during such period.

• If the Company or any Grantor receives Net Proceeds from a Specified Disposition, the Company will be required to make an Asset Sale Offer in accordance with Sections 4.15(a) of the Indenture.

More Definitions of Specified Disposition

Specified Disposition means the sale by FE or any Borrower, directly or indirectly, of up to 20% of the issued and outstanding voting equity in any of its Significant Subsidiaries (solely with respect to FE, as such term is defined in the Parent Credit Agreement) at the time of such disposition, and for which such Borrower and FE shall have received all necessary and applicable Governmental Action.

Specified Disposition means any Disposition referred to in clause (a) of the definition of Subject Disposition, to the extent a material amount of Property is disposed of in such Disposition.

Specified Disposition means any disposition of all or substantially all of the assets or Equity Interests of any Restricted Subsidiary of the Borrower or any division, business unit, product line or line of business.

Specified Disposition means any sale, transfer or other Disposition of all or substantially all of the Equity Interests of any Subsidiary or of any business unit, line of business or division of the Company or any Subsidiary (including the termination of activities constituting a business) or any other sale, transfer or other Disposition that results in a Person ceasing to be a Subsidiary.

Specified Disposition means any Asset Disposition (or series of related Asset Dispositions) having gross sales proceeds in excess of $10,000,000.

Specified Disposition means any sale, transfer or other disposition, or series of related sales, transfers or other dispositions (other than (x) in the ordinary course of business or (y) among Restricted Companies), (a) that involves assets comprising all or substantially all of an operating unit of a business or common Equity Interests of any Person, in each case owned by any Restricted Company and (b) that, at the time of such disposition, represents more than 5% of the Consolidated EBITDA of the Restricted Companies; provided that at the discretion of the Company, any such disposition that meets the criteria set forth in clause (a) above but not the criteria set forth in clause (b) above may be deemed to be a Specified Disposition for purposes of calculations made on a Pro Forma Basis.

Specified Disposition means any Disposition of a Person, division, business or asset or assets or, which Person, division, business or (in the case of the Disposition of an asset or assets) the portion of a business represented by such asset or assets, as applicable, has a Consolidated Adjusted EBITDA of at least $500,000 during the Test Period most recently ended on or prior to the date of such Disposition.