Replacement Assets Sample Clauses

Replacement Assets. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to consummate any Regulated Sale unless (1) the consideration received by the Company or such Restricted Subsidiary or Regulated Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (2) at least 75% of the consideration received consists of (a) cash or Temporary Cash Investments, (b) the assumption of unsubordinated Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary or Regulated Subsidiary (in each case, other than Indebtedness owed to the Company), provided that the Company, such Subsidiary Guarantor, such Restricted Subsidiary or such Regulated Subsidiary, as the case may be is irrevocably and unconditionally released from all liability under such Indebtedness or (c)

Replacement Assets. If and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries or Regulated Subsidiaries (excluding the first $300 million of Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries or Regulated Subsidiaries from Asset Sales and Regulated Sales after the Issue Date) from one or more Asset Sales or Regulated Sales in any period of 12 consecutive months exceed 10% of Consolidated Net Worth (determined as of the date closest to the commencement of such 12 month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the SEC or provided to the Trustee), then the Company shall or shall cause the relevant Restricted Subsidiary or Regulated Subsidiary to:

Replacement Assets. For the purposes of this Section 4.11, the following are deemed to be cash or Temporary Cash Investments:

Replacement Assets. 1.14(d) Representatives............................ 6.1(a) SEC........................................ 3.7

Replacement Assets. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to the Trustee), then the Company shall or shall cause the relevant Restricted Subsidiary to:

Replacement Assets any Capital Stock of another Similar Business, if, after giving effect to any such acquisition of Capital Stock, the Similar Business is or becomes a Restricted Subsidiary;

Replacement Assets. For the purposes of this provision, any securities, notes or other obligations received by the Issuer or any of its Restricted Subsidiaries from the transferee that are converted by the Issuer or any of its Restricted Subsidiaries into cash or Temporary Cash Investments within 180 days of their receipt by the Issuer or any of its Restricted Subsidiaries shall be deemed to be cash, but only to the extent of the cash or Temporary Cash Investments received.

Replacement Assets. (a) In the event that AT&T is unable to deliver, or ------------------ cause the delivery of, any of the Polycell Licenses and ABC Licenses within 35 days after any of TeleCorp and its Affiliates are treated as transferring any TeleCorp Asset within the meaning of Regulation section 1.1031(k)-1(b)(2)(i) (the "First Transfer Date"), then, within 45 days after the First Transfer Date, AT&T shall deliver, or cause to be delivered, to the Intermediary, for delivery to the Designated TeleCorp Affiliates, one of the following (chosen at AT&T's option), which delivery will constitute full and complete satisfaction of AT&T's obligations with respect to the Polycell Licenses or the ABC Licenses, as the case may be: (A) cash in an amount equal to (1) $133 times the number of POPs covered by the Polycell Licenses or the ABC Licenses, as the case may be, less (2) the amount of the Cash Consideration that was required to be paid pursuant to the Polycell Acquisition Agreement or the ABC Acquisition Agreement, as the case may be, and the transactions contemplated thereby; (B) an amount of Class A Common Stock of TeleCorp having a value equal to the cash payable under clause (A) above, valued based on the average of the closing prices of such stock for the ten trading days immediately preceding the date of Closing; or (C) executed assignments in form and substance satisfactory to TeleCorp for PCS Licenses held by AT&T and/or its Affiliates in markets of equivalent size and density to markets covered by the ABC Licenses and Polycell Licenses and reasonably acceptable to TeleCorp (the "Replacement Assets") for at least an equivalent number of POPs, which shall be exchanged in accordance with Section 1.3(b) above. In each case, TeleCorp may timely deliver to the Intermediary a signed schedule identifying and designating such Replacement Assets as "replacement assets" within the meaning of Regulations section 1.1031(k)-l(c)(2). If AT&T chooses to comply with clause (C) above, TeleCorp will deliver to the Intermediary, and shall cause the Intermediary to deliver to AT&T, an amount of Class A Common Stock of TeleCorp, valued as set forth in clause (B) above, equal to the amount of the Cash Consideration that was required to be paid pursuant to the Polycell Acquisition Agreement or the ABC Acquisition Agreement, as the case may be, and the transactions contemplated thereby, and, if the number of POPs included in the Replacement Assets chosen exceeds the number of POPs covered by...

Replacement Assets. In the event and to the extent that the Company and/or the Restricted Subsidiaries receive Net Cash Proceeds from one or more Asset Sales occurring on or after the Issue Date, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash Proceeds are so received (A) apply an amount equal to such excess Net Cash Proceeds to repay Indebtedness (other than Pari Passu Debt and Subordinated Indebtedness of the Company or Subordinated Indebtedness of any Subsidiary Guarantor which is subordinated in right of payment to a Subsidiary Guaranty of such Subsidiary Guarantor) of the Company or a Restricted Subsidiary and elect to permanently reduce the commitments thereunder by the amount of such Indebtedness so repaid and/or (B) apply an amount equal to no more than the Pari Passu Pro Rata Share of such Net Cash Proceeds to repay, and permanently reduce any commitments relating to, Pari Passu Debt and/or (C) invest the amount not so applied pursuant to clauses (A) or (B) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in Replacement Assets, in other assets and property that the Company determines will be used or useful as part of a Telecommunications Business of the Company or any Restricted Subsidiary, and (ii) apply (no later than the end of the 12- month period referred to in clause (i)) such Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.10. The amount of such Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds"; provided that, in the case of an Asset Sale by a Restricted Subsidiary of the Company that is not a Wholly Owned Subsidiary, only the Company's and its Restricted Subsidiaries' pro rata portion of such Net Cash Proceeds shall constitute Net Cash Proceeds subject to the provisions of this Section 4.10. If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.10 totals at least (Euro)16.5 million (or, to the extent non-euro denominated, the Euro Equivalent thereof), the Company must commence, not later than the fifteenth Business Day of such month, and consumma...