Triggering Sale means receipt of any Insurance Payment and any Disposition (including sales of stock or other equity interests of Subsidiaries) (other than a Disposition permitted by Section 7.07(a) or (b)) by the Borrower or any Subsidiary of the Borrower to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition and from any Insurance Payments, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Restatement Date and all Insurance Payments received by all Companies since the Restatement Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.”
Triggering Sale means a sale or other transfer of Common Stock by the Investor or its Affiliates to non-Affiliates of the Investor which, aggregated with previous sales or other transfers of Common Stock by the Investor and its Affiliates to non-Affiliates of the Investor, exceeds five percent of the Company’s outstanding Common Stock as of the date of the most recent sale or other such transfer. Voting Agreements shall have the meaning ascribed to in the Purchase Agreement. Warrant shall have the meaning ascribed to in the Purchase Agreement. Warrant Shares shall have the meaning ascribed to in the Purchase Agreement.
Triggering Sale means the Company Sale or the Majority Shareholder Sale.
Examples of Triggering Sale in a sentence
We are also obligated pay to UCLA TDG a fee (the “Diligence Fee”) of $8,000,000 upon the sale of any Licensed Product (the “Triggering Sale Date”) in accordance with the payment schedule below: ● Due upon cumulative Net Sales equaling $50,000,000 following the Triggering Sale Date - $2,000,000; ● Due upon cumulative Net Sales equaling $100,000,000 following the Triggering Sale Date - $2,000,000; and ● Due upon cumulative Net Sales equaling $200,000,000 following the Triggering Sale Date - $4,000,000.
Payments under the Management Incentive Plan shall provide for an allocation of payments to participants of an aggregate of $1,000,000 upon a Triggering Sale plus up to an additional aggregate of $1,000,000 to be earned proportionately as the implied enterprise value of Parent and its Subsidiaries increases from a minimum of $45,000,000 to a maximum of $55,000,000.
Any Triggering Sale made pursuant to this Article 13 must be for Fair Market Value, as determined in good faith by the Board of Directors.
Notice of Triggering Sale......................................................
For greater certainty, any security interest to be granted to the Lender in connection with any such Tag-Along Offer shall be pari passu in all respects with any security interest granted or to be granted in connection with the Triggering Sale.
More Definitions of Triggering Sale
Triggering Sale means any Disposition (including sales of stock of Subsidiaries) (other than a transfer of assets by the Borrower or any Subsidiary of the Borrower to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the "Reduction Amount." For purposes of the definition Triggering Sale and Section 2.04(b)(i) and (iii), Dispositions shall not include Dispositions permitted by Section 7.07(a), (b), or (c).
Triggering Sale means receipt of any Insurance Payment and any Disposition (including sales of stock or other equity interests of Subsidiaries) (other than a Disposition permitted by Section 7.07(a) or (b)) by any Loan Party to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Loan Party for such Disposition and from any Insurance Payments, when aggregated with the Net Cash Proceeds from all such other Dispositions by the Borrower and the other Loan Parties occurring since the Second Restatement Date and all Insurance Payments received by the Borrower and the other Loan Parties since the Second Restatement Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.”
Triggering Sale means any Disposition (other than a Disposition permitted by Section 7.06(a)(i), (ii), (iii) or (iv)) by a Company to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Closing Date, equals or exceeds an amount (the "Threshold Amount") which is equal to 10% of the MLP's consolidated assets (measured as of the close of the then most recent fiscal quarter end). The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the "Reduction Amount."
Triggering Sale means receipt of any Insurance Payment and any Disposition (including sales of stock or other equity interests of Subsidiaries) (other than a Disposition permitted by Section 7.07(a), (b) or (c)) by Borrower or any of its Subsidiaries (Domestic or Foreign) to any other Person (other than to the Borrower or to a Wholly-Owned Domestic Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by Borrower or any such Subsidiary for such Disposition and from any Insurance Payments, when aggregated with the Net Cash Proceeds from all such other Dispositions by the Borrower or any such Subsidiary occurring since the Second Amended and Restated Closing Date and all Insurance Payments received by the Borrower or any such Subsidiary since the Second Amended and Restated Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the “Reduction Amount.”
Triggering Sale means any Disposition (including sales of stock of Subsidiaries) (other than a Disposition permitted by SECTION 7.07(a) or (b)) by the Borrower or any Subsidiary of the Borrower to any other Person (other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the "REDUCTION AMOUNT." TYPE means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. UNAUTHORIZED ASSIGNMENT means (a) an assignment by a MarkWest Party to any Person other than another MarkWest Party of any of its rights or obligations under a Material Agreement or under a Parent Material Agreement other than the granting of Liens to secure the Parent Credit Facility if such assignment could reasonably be expected to have a Material Adverse Effect, or (b) a holder of Liens shall foreclose or there shall occur a transfer in lieu of foreclosure or other involuntary transfer of any interests of a MarkWest Party in a Material Agreement or in a Parent Material Agreement if such foreclosure could reasonably be expected to have (i) a material adverse effect on the ability of such MarkWest Party (or its successor) to perform its obligations under such contract, or (ii) a Material Adverse Effect, or (c) the occurrence of any event or condition that permits the holder of any Indebtedness of a MarkWest Party to foreclose its Liens on any interests of a MarkWest Party in any Material Agreement or any Parent Material Agreement if such foreclosure could reasonably be expected to have (i) a material adverse effect on the ability of such MarkWest Party (or its successor) to perform its obligations under such contract, or (ii) a Material Adverse Effect. UNFUNDED PENSION LIABILITY means the excess of a Pension Plan's benefit liabilities under SECTION 4001(a)(16) of ERISA, over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to SECTION 412 of the Code for the applicable plan year. UNREIMBURSED AMOUNT has the meaning set forth in SECTION 2.14(c)(i). U.S. CREDIT AGREEMENT means the Fifth Amended and Restated Credit Agreement among, MarkWest Par...
Triggering Sale has the meaning set forth in Section 3 hereof.
Triggering Sale has the meaning set forth in Section 6.06(a).