Exit Rights definition

Exit Rights means the rights to participate in the Exit Facility in accordance with the Exit Rights Offering Procedures.
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Exit Rights means the "buy/sell", "right of sale", "right of first refusal", "right of First offer" or similar mechanism contained in any Venture Agreement, by the terms of which any partner, member or manager may offer to purchase the interest of the other or require the sale of the Underlying Property or Underlying Properties owned by the Joint Venture.
Sample 1
Exit Rights. As noted above, on the Effective Date the provisions of Sections 8.1, 8.2 and 8.3 of the TWE-A/N Partnership Agreement will be deleted and such deletions will be reflected in Amendment #1, and the parties will have new restructuring rights as provided in the following paragraph and in other relevant provisions of this Term Sheet. Following the Debt Closing Date, TWE and A/N will each be permitted to cause a restructuring of TWE-A/N at any time. At such time as either TWE or A/N provides notice of its election to cause a restructuring, the continuing rights and obligations of the parties described under the heading "Other Business Opportunities" shall terminate (and, for the avoidance of doubt, as a result all of Article 10 of the existing TWE-A/N Partnership Agreement shall be terminated). Upon such a restructuring, all of the assets in the Selected Business (or, after Closing all of the equity interests in the Subsidiary) will be distributed promptly to A/N in complete redemption of the Subsidiary Tracking Interests (or any other interests in TWE-A/N held by A/N prior to Closing), and all such interests shall be cancelled, in all cases subject to (a) applicable law and receipt of all required consents not previously received, (b) the assumption by the A/N Group of all liabilities of the Selected Business (or, after Closing all liabilities of the Subsidiary) (as described in the Transaction Documents) not previously assumed, (c) the payment and satisfaction by the A/N Group of all amounts not previously paid but which are required to have been paid by any of them at the Debt Closing or the Closing, (d) the assumption by the TWE Group of all liabilities of the Residual Business (as described in the Transaction Documents) not previously assumed, (e) the payment and satisfaction by the TWE Group of all amounts not previously paid but which are required to have been paid by any of them at the Debt Closing or the Closing. MODIFICATIONS TO OTHER EXISTING TWE-A/N PARTNERSHIP AGREEMENT PROVISIONS: TWE Transitional Services: Prior to the Closing, TWE Cable will continue to make services available to the Selected Business in the ordinary course of business consistent with past practice and the existing TWE-A/N Partnership Agreement (including the AOL High Speed Services Agreement between AOL and TWC), in exchange for which the Selected Business will continue to pay Pre-Closing Operating Costs as described above; provided that the Programming Services described below...
Sample 1

Examples of Exit Rights in a sentence

  • The Exit Rights Offering is backstopped by the Backstop Parties to the extent set forth in the Backstop Commitment Letter.

  • Failure to consummate the Exit Rights Offering will result in the inability of the Debtors to effectuate the transactions scheduled for consummation on the Effective Date.

  • The proceeds of the Exit Rights Offering will be used to fund (i) first to satisfy any remaining unpaid balance of the DIP Term Loan Facility outstanding on the Effective Date, (ii) second to fund the Unsecured Creditor Recovery (as defined in the Backstop Commitment Letter), and (iii) third to fund any other payments required on the Effective Date and general corporate purposes.

  • The Debtors and the Backstop Parties, which includes the Plan Sponsor, will implement and conduct the Exit Rights Offering and the Euro Notes Rights Offering in accordance with the Backstop Commitment Letter and the Rights Offering Procedures.

  • The Exit Rights Offering will be consummated on the Effective Date.

  • The Exit Rights Offering will run concurrently with solicitation on the Plan and will be consummated on the Effective Date.

  • The proceeds of the Exit Rights Offering will be used to fund the Unsecured Cash Consideration, and the Rights Offerings will be backstopped by the Backstop Parties pursuant to the Backstop Commitment Letter.

  • The Backstop Parties will backstop, in accordance with the Backstop Commitment Letter, up to $122.5 million of the Exit Rights Offering and up to €50.0 million of the Euro Notes Rights Offering and shall receive incremental consideration of 5.0% of each Rights Offering amount to be paid-in-kind with additional New Quiksilver Common Stock or cash as set forth in the Backstop Commitment Letter and in accordance with the New Quiksilver Common Stock Allocation.

  • No GE Partner has exercised any Exit Rights under the Venture Agreements that are currently effective or which would restrict the ability of a GE Partner to exercise Exit Rights under the Venture Agreement, and (ii) as of the date hereof, no GE Partner has received written notice from any Operating Partner of the exercise by such Operating Partner of any such Exit Rights under any Venture Agreement.

  • The proceeds of the Exit Rights Offering will be used to fund (1) first, distributions under the Plan on account of DIP Term Loan Facility Claims, (2) second, the Unsecured Cash Consideration of $7.5 million, and (3) third, any payments required on the Effective Date under the Plan.

Related to Exit Rights

  • Direct Rights means the rights referred to in Clause 2.1 (Direct Rights - Creation);

  • Contract Rights means all rights of any Assignor under each Contract, including, without limitation, (i) any and all rights to receive and demand payments under any or all Contracts, (ii) any and all rights to receive and compel performance under any or all Contracts and (iii) any and all other rights, interests and claims now existing or in the future arising in connection with any or all Contracts.

  • Default Rights has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

  • Trade Secret Rights means the rights of an Assignor in any Trade Secret it holds.

  • Security Entitlements means the rights and property interests of an Entitlement Holder with respect to a Financial Asset.

  • Supporting Obligations means supporting obligations (as such term is defined in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Property.

  • Letter-of-Credit Rights means "letter-of-credit rights" as such term is defined in the UCC, now owned or hereafter acquired by any Person, including rights to payment or performance under a letter of credit, whether or not such Person, as beneficiary, has demanded or is entitled to demand payment or performance.

  • General Intangibles is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

  • Payment Intangibles “Proceeds”; “ Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper.”

  • Investment Property the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

  • Sui Generis Database Rights means rights other than copyright resulting from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended and/or succeeded, as well as other essentially equivalent rights anywhere in the world.

  • Security Entitlement The meaning specified in Section 8-102(a)(17) of the UCC.

  • Use Rights means the license terms and terms of service for each Product published on the Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. License terms for all Products are published in the Product Terms. Terms of service for Online Services are published in the Online Services Terms.

  • Payment intangible means a general intangible under which the account debtor's principal obligation is a monetary obligation.

  • Existing Obligations means the “Obligations” as defined in the Existing Credit Agreement.

  • Limited rights means the rights to use, modify, reproduce, release, perform, display, or disclose technical data, in whole or in part, within the Government. The Government may not, without the written permission of the party asserting limited rights, release or disclose the technical data outside the Government, use the technical data for manufacture, or authorize the technical data to be used by another party, except that the Government may reproduce, release, or disclose such data or authorize the use or reproduction of the data by persons outside the Government if—

  • Chattel Paper shall have the meaning set forth in Article 9 of the UCC.

  • Contract Right means any right, power or remedy of any nature under any Contract including rights to receive property or services or otherwise derive benefits from the payment, satisfaction or performance of another party’s Obligations, rights to demand that another party accept property or services or take any other actions, and rights to pursue or exercise remedies or options.

  • Special declarant rights means rights reserved for the benefit of a declarant to:

  • Appurtenant Rights means (i) all agreements, easements, rights of way or use, rights of ingress or egress, privileges, appurtenances, tenements, hereditaments and other rights and benefits at any time belonging or pertaining to the Land or the Improvements, including, without limitation, the use of any streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to the Land and (ii) all permits, licenses and rights, whether or not of record, appurtenant to the Land.

  • Supporting Obligation means a letter-of-credit right or secondary obligation that supports the payment or performance of an account, chattel paper, a document, a general intangible, an instrument, or investment property.

  • Security Collateral with respect to any Granting Party, means, collectively, the Collateral (if any) and the Pledged Collateral (if any) of such Granting Party.

  • Securities Accounts (i) shall mean all “securities accounts” as defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(A) under the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to time).

  • Stock Appreciation Rights or “SAR” means a right granted to a Participant under Section 6(c).

  • NY UCC means the Uniform Commercial Code as in effect on the date hereof in the State of New York.

  • Entitlements means, with respect to any Offering, the license and use types, limits, volume, or other measurement or conditions of permitted use for such Offering as set forth in the applicable Order or Supplemental Terms, including but not limited to any limits or restrictions on the number and categories of users authorized to use such Offering, permitted geographic areas, available storage space, computing power, or other attributes and metrics.