Subsidiary Transaction definition

Subsidiary Transaction is a transaction that results in securities representing 80% or more of the voting interests in a Subsidiary or substantially all of a Subsidiary’s assets being transferred to an entity not controlled by or under common control with Energen.

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Subsidiary Transaction means (i) a Specified Subsidiary Transaction or (ii) any other Disposition constituting the sale of all or substantially all of the assets or Equity Interests of a Subsidiary, the terms and conditions of which have been consented to in advance in writing by the Administrative Agent.

Subsidiary Transaction means any transaction either (i) between the Company and any of its Subsidiaries, or (ii) between Subsidiaries of the Company.

Examples of Subsidiary Transaction in a sentence

For purposes of this Option Agreement, if a Subsidiary by which the Optionee is employed ceases to be a Subsidiary, whether through a sale by the Company of all or a portion of the stock or assets of such Subsidiary, a merger or otherwise (a “Subsidiary Transaction”), the Optionee’s employment with the Employer shall be deemed to have been terminated by the Employer without Cause as of the effective date of such Subsidiary Transaction.
Each of the Company and the Restricted Subsidiaries will preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, and all of its rights, privileges, permits, licenses approvals and franchises, except (i) where a failure to do so, singly or in the aggregate, is not likely to have a Material Adverse Effect or (ii) pursuant to a Permitted Restricted Subsidiary Transaction.
Each of the Company and the Restricted Subsidiaries will preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, and all of its rights, privileges, permits, licenses approvals and franchises, except (i) where a failure to do so, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a Permitted Restricted Subsidiary Transaction.
Each of the Company and the Restricted Subsidiaries will preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, and all of its rights, privileges, licenses and franchises (including Franchises), except (i) where a failure to do so, singly or in the aggregate, is not likely to have a Materially Adverse Effect or (ii) pursuant to a Permitted Restricted Subsidiary Transaction.
The Collateral Agent and the Trustee shall take, or cause to be taken, any other action, including, without limitation, releasing any Liens in connection with a Permitted License Holding Subsidiary Transaction, as may be reasonably requested by the Company in connection with the consummation of a Permitted License Holding Subsidiary Transaction.
For purposes of this Option Agreement, if the Subsidiary by which the Optionee is employed ceases to be a Subsidiary, whether through a sale by the Company of all or a portion of the stock or assets of such Subsidiary, a merger or otherwise (a "Subsidiary Transaction"), the Optionee's employment with the Employer shall be deemed to have been terminated by the Employer without Cause as of the effective date of such Subsidiary Transaction.
Dime covenants that from and after the date hereof until the earlier of the Cut-Off Date or the payment in full of any Subsequent Transaction Fee (but not a Subsidiary Transaction Fee), if Dime enters into an agreement to engage in an Acquisition Transaction, it shall require that the acquiror agrees to pay or cause Dime to pay the Subsequent Transaction Fee and, upon the consummation of the transaction, Dime and the acquiror jointly and severally expressly assume the payment obligation.
If any Subsequent Transaction Fee, Subsidiary Transaction Fee or Expiration Fee is not paid on the due date thereof, the amount to be paid shall be increased by an amount equal to the interest that would be earned on such amount for each day after the due date until such fee is paid.
During the period commencing on the Closing Date through and until the earlier of the date of the (i) payment of the 2018 Amortization Payment and (ii) final closing of an Initial Subsidiary Transaction, permit Liquidity reflected on the balance sheet of the Borrower and its Domestic Subsidiaries on a consolidated basis, as of the last day of each month to be less than $2,500,000.
In addition, the parties hereto agree that following the occurrence of a Specified Transaction, the Administrative Agent and the Borrower shall use commercially reasonable efforts to amend and revise the Financial Covenants in order to reflect the impact of any Subsidiary Transaction on the operations of the Borrower and its Subsidiaries.

More Definitions of Subsidiary Transaction

Subsidiary Transaction means, so long as in the ordinary course of the Borrower’s business consistent with practices established (and disclosed to the Lender) as of the Closing Date: (a) the incurrence by the Borrower of accounts payable owing to its Subsidiaries and the incurrence by Borrower’s Subsidiaries of accounts payable owing to the Borrower or another Subsidiary, in each case in connection with provision of services or sales or returns of Inventory, (b) the payment and receipt of payment by the Borrower or Subsidiary, as applicable, of the accounts payable set forth in the foregoing clause (a) and the payment by the Borrower of operating expenses of the Borrower’s Subsidiaries, and (c) the making of intercompany advances by the Lender to one or more of its Subsidiaries; provided that (y) the Borrower shall not make any of the payments or advances described in the foregoing clauses (b) or (c) if a Default exists or would result therefrom and Lender has notified Borrower of such Default, or if an Event of Default then exists or would result therefrom, and (z) the Borrower shall not make any of the advances described in the foregoing clause (c) if the aggregate amount of all such advances outstanding at any one time would exceed $2,000,000.

Subsidiary Transaction means the Bank Merger or the P&A Transaction, whichever is applicable. 9 Next Page ''Superior Proposal'' means any bona fide written Alternative Proposal relating to which the First SecurityFed Board concludes in good faith to be more favorable from a financial point of view to its stockholders than the Merger, (1) after receiving the advice of the First SecurityFed Advisor or such other financial advisor (who shall be a nationally recognized investment banking firm), (2) after taking into account the likelihood of consummation of such transaction on the terms set forth therein (as compared to, and with due regard for, the terms herein) and (3) after taking into account all legal (with the advice of outside counsel), financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law; provided however, for purposes hereof the reference to "20%" in the definition of Alternative Proposal shall be deemed to be ''50.1%''.