Common use of Limitation on Disposition of Assets Clause in Contracts

Limitation on Disposition of Assets. On the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds EURO 25.0 million, the Company will make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be purchased on a PRO RATA basis based on the principal amount of such Notes and such other PARI PASSU Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below.

Limitation on Disposition of Assets. On the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds EURO €25.0 million, the Company will make an offer (an "“Asset Sale Offer"”) to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU pari passu with the Notes containing provisions similar to those set forth in this the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other PARI PASSU pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this the Indenture. If the aggregate principal amount of Notes and such other PARI PASSU pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other PARI PASSU pari passu Indebtedness to be purchased on a PRO RATA pro rata basis based on the principal amount of such Notes and such other PARI PASSU pari passu Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” appearing below.

Limitation on Disposition of Assets. On the 366th day after an Asset Sale, if When the aggregate amount of ----------------------------------- Excess Proceeds from Asset Sales exceeds EURO 25.0 (Euro)5.0 million, the Company will be obligated, within 15 Business Days thereafter, to make an offer (an "Asset Sale Offer") to all Holders of Notes and to the extent required by the terms thereof, to all holders of other Indebtedness that is PARI PASSU with the Pari Passu Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase on a pro rata basis the maximum principal amount of Notes (or Accreted Value, as the case may be) and the maximum principal amount (or accreted value, as the case may be) of any such other PARI PASSU Indebtedness Pari Passu Notes to which the Asset Sale Offer applies, that is an integral multiple of $1,000 (or (Euro)1,000, as the case may be) that may be purchased out of the Excess Proceeds. The Proceeds at an offer price in any Asset Sale Offer will be cash in an amount equal to 100% of the outstanding principal amount or accreted value or Accreted Value, as the case may be, thereof, plus accrued and unpaid interest thereon plus Additional Amounts and Liquidated Damages and Additional AmountsDamages, if any, to the date fixed for the closing of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indentureoffer. If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, subject to applicable law, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be redeemed in accordance with the Indenture; provided, however, that no Notes of $1,000 or less shall be purchased on a PRO RATA basis based on the principal amount of such Notes and such other PARI PASSU Indebtedness tenderedin part. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder Holders to Elect Purchase" appearing below.

Limitation on Disposition of Assets. On the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds EURO 25.0 million, the Company will make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be purchased on a PRO RATA basis based on the principal amount of such Notes and such other PARI PASSU Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below.

Limitation on Disposition of Assets. On the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds EURO 25.0 million, the Company will make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be purchased on a PRO RATA basis based on the principal amount of such Notes and such other PARI PASSU Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder Holders to Elect Purchase" appearing below.

Limitation on Disposition of Assets. On the 366th 361st day after an Asset SaleDisposition, if the aggregate amount of Excess Proceeds from Asset Dispositions exceeds EURO 25.0 10.0 million, the Company will be required to make an offer (an and "Asset Sale Offer") to all Holders of Notes and to the extent required by the terms thereof, to all holders of other Indebtedness that is PARI PASSU (other than Subordinated Obligations) outstanding with similar provisions requiring the Notes containing provisions similar Company to those set forth in this Indenture with respect to offers make an offer to purchase or redeem such Indebtedness with the proceeds of sales of assets from any Asset Disposition ("Pari Passu Notes"), to purchase the maximum principal amount of Notes and any such other PARI PASSU Indebtedness Pari Passu Notes to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds. The , at an offer price in any Asset Sale Offer will be cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest interest, Additional Amounts, if any, and Liquidated Damages and Additional AmountsDamages, if any, to the date of purchasepurchase (and subject to the right of Holders of record on a Record Date to receive interest on the relevant interest payment date, Additional Amounts, if any, and will be payable Liquidated Damages, if any, in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenturerespect thereof). If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, subject to applicable law, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be redeemed in accordance with the Indenture; PROVIDED, HOWEVER, that no Notes of EURO 1,000 or less shall be purchased on a PRO RATA basis based on the principal amount of such Notes and such other PARI PASSU Indebtedness tenderedin part. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder Holders to Elect Purchase" appearing below.

Limitation on Disposition of Assets. On the 366th 361st day after an Asset SaleDisposition, if the aggregate amount of Excess Proceeds from Asset Dispositions exceeds EURO 25.0 E10.0 million, the Company will be required to make an offer (an and "Asset Sale Offer") to all Holders of Notes and to the extent required by the terms thereof, to all holders of other Indebtedness that is PARI PASSU (other than Subordinated Obligations) outstanding with similar provisions requiring the Notes containing provisions similar Company to those set forth in this Indenture with respect to offers make an offer to purchase or redeem such Indebtedness with the proceeds of sales of assets from any Asset Disposition ("Pari Passu Notes"), to purchase the maximum principal amount of Notes and any such other PARI PASSU Indebtedness Pari Passu Notes to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds. The , at an offer price in any Asset Sale Offer will be cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, to the date of purchasepurchase (and subject to the right of Holders of record on a Record Date to receive interest on the relevant interest payment date and Additional Amounts, and will be payable if any, in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenturerespect thereof). If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, subject to applicable law, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be redeemed in accordance with the Indenture; PROVIDED, HOWEVER, that no Notes of E1,000 or less shall be purchased on a PRO RATA basis based on the principal amount of such Notes and such other PARI PASSU Indebtedness tenderedin part. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder Holders to Elect Purchase" appearing below.

Limitation on Disposition of Assets. On the 366th 361st day after an Asset SaleDisposition, if the aggregate amount of Excess Proceeds from Asset Dispositions exceeds EURO 25.0 10.0 million, the Company will be required to make an offer (an and "Asset Sale Offer") to all Holders of Notes and to the extent required by the terms thereof, to all holders of other Indebtedness that is PARI PASSU (other than Subordinated Obligations) outstanding with similar provisions requiring the Notes containing provisions similar Company to those set forth in this Indenture with respect to offers make an offer to purchase or redeem such Indebtedness with the proceeds of sales of assets from any Asset Disposition ("Pari Passu Notes"), to purchase the maximum principal amount of Notes and any such other PARI PASSU Indebtedness Pari Passu Notes to which the Asset Sale Offer applies that may be 8 purchased out of the Excess Proceeds. The , at an offer price in any Asset Sale Offer will be cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest interest, Additional Amounts, if any, and Liquidated Damages and Additional AmountsDamages, if any, to the date of purchasepurchase (and subject to the right of Holders of record on a Record Date to receive interest on the relevant interest payment date, Additional Amounts, if any, and will be payable Liquidated Damages, if any, in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenturerespect thereof). If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, subject to applicable law, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be redeemed in accordance with the Indenture; PROVIDED, HOWEVER, that no Notes of EURO 1,000 or less shall be purchased on a PRO RATA basis based on the principal amount of such Notes and such other PARI PASSU Indebtedness tenderedin part. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder Holders to Elect Purchase" appearing below.

Limitation on Disposition of Assets. On the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds EURO 25.0 million, the Company will make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be purchased on a PRO RATA basis based on the principal amount of such Notes and such other PARI PASSU Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder Holders to Elect Purchase" appearing below.

Limitation on Disposition of Assets. On the 366th 361st day after an Asset SaleDisposition, if the aggregate amount of Excess Proceeds from Asset Dispositions exceeds EURO 25.0 10.0 million, the Company will be required to make an offer (an and "Asset Sale Offer") to all Holders of Notes and to the extent required by the terms thereof, to all holders of other Indebtedness that is PARI PASSU (other than Subordinated Obligations) outstanding with similar provisions requiring the Notes containing provisions similar Company to those set forth in this Indenture with respect to offers make an offer to purchase or redeem such Indebtedness with the proceeds of sales of assets from any Asset Disposition ("Pari Passu Notes"), to purchase the maximum principal amount of Notes and any such other PARI PASSU Indebtedness Pari Passu Notes to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds. The , at an offer price in any Asset Sale Offer will be cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages and Additional Amounts, if any, to the date of purchasepurchase (and subject to the right of Holders of record on a Record Date to receive interest on the relevant interest payment date and Additional Amounts, and will be payable if any, in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenturerespect thereof). If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, subject to applicable law, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be redeemed in accordance with the Indenture; PROVIDED, HOWEVER, that no Notes of EURO 1,000 or less shall be purchased on a PRO RATA basis based on the principal amount of such Notes and such other PARI PASSU Indebtedness tenderedin part. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have C-7 such Notes purchased by completing the form entitled "Option of Holder Holders to Elect Purchase" appearing below.