Significant Sales Sample Clauses

Significant Sales. If any portion of the Net Cash Proceeds realized by a Company from any Significant Sale (including any deferred purchase price therefor and any Net Cash Proceeds of any asset disposition which constitutes a Significant Sale) has not been reinvested in assets used in the Present and Related Businesses of a Company within ninety (90) days from the receipt by such Company of such Net Cash Proceeds (including receipt of any deferred payments for any such Significant Sale or portion thereof, if and when received), then on the day following the ninetieth day after receipt of such Net Cash Proceeds, the Outstanding Amount shall be prepaid (and the Revolver Commitment reduced to the extent required in this SECTION 2.04(b)), in the order and manner specified in the following paragraph, by an amount equal to 100% of all such Net Cash Proceeds not so reinvested. The commitment reductions or prepayments provided for under SECTIONS 2.04(b)(i) and (II) are in addition to the payments provided for in SECTION 6.13. The prepayments and commitment reductions under SECTIONS 2.04(B)(I) and (II) shall be applied as follows, unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof (whereupon the provisions of SECTION 2.13(b) shall apply): (A) first, as a prepayment of the Term Loan Principal Debt until paid in full, and (B) second, as a mandatory permanent reduction of the Revolver Commitment and a mandatory prepayment of the Revolver Principal Debt, provided, however, the allocation of commitment reductions or prepayments between the Subfacilities shall be determined (i) if no Default or Event of Default has occurred and is continuing, in the order and manner that the Borrower specifies, or (ii) if the Borrower fails to so specify or if a Default or Event of Default has occurred and is continuing, in the order and manner that the Revolver Required Lenders deem appropriate. All mandatory prepayments of the Term Loan Principal Debt shall be allocated Pro Rata to each Term Loan Lender. All mandatory prepayments of the Revolver Facility shall be allocated Pro Rata to each Revolver Lender. All mandatory prepayments of the Revolver Facility made pursuant to this SECTION 2.04(b) shall permanently reduce the Revolver Commitment.
Sample 1
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Significant Sales. In the event any HMC Shareholder desires to Transfer (in one transaction or a series of related transactions) shares of Common Stock representing more than twenty percent (20%) of the shares of Common Stock then held by the HMC Shareholders (a "Significant Sale"), then at least thirty (30) days prior to the closing of such Significant Sale, the HMC Shareholders shall make an offer (the "Participation Offer") to each Cartxx Xxxreholder (each, a "Co-Seller") to include in the proposed Significant Sale a portion of such Co-Seller's Common Stock which represents the same percentage of such Co-Seller's Fully-Diluted Common Stock as the shares being sold by the HMC Shareholders represent of the HMC Shareholders' aggregate Fully-Diluted Common Stock; provided, that, if the consideration to be received by the HMC Shareholders includes any securities, only Co-Sellers
Sample 1

Related to Significant Sales

  • Significant Subsidiary The term “

  • Significant Subsidiaries So long as no Default or Event of Default then exists or arises as a result thereof, the Borrower may from time to time by written notice delivered to the Administrative Agent:

  • Insignificant Changes No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price. Any adjustments which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-hundred thousandth of a Preferred Share or the nearest one-hundredth of a Common Share or other share or security, as the case may be.

  • Significant Non-Compliance a) A Competent Authority shall notify the Competent Authority of the other Party when the first-mentioned Competent Authority has determined that there is significant non-compliance with the obligations under this Agreement with respect to a Reporting Financial Institution in the other jurisdiction. The Competent Authority of such other Party shall apply its domestic law (including applicable penalties) to address the significant non-compliance described in the notice.

  • Acquisition of Significant Share Ownership There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s voting securities, but this clause (ii) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

  • Organization, Authority and Significant Subsidiaries The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of organization, with the necessary power and authority to own, operate and lease its properties and conduct its business as it is being currently conducted, and except as has not, individually or in the aggregate, had and would not reasonably be expected to have a Company Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; each subsidiary of the Company that would be considered a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”), has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. The Charter and bylaws of the Company, copies of which have been provided to Treasury prior to the Signing Date, are true, complete and correct copies of such documents as in full force and effect as of the Signing Date and as of the Closing Date.

  • Additional Restricted Subsidiaries Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

  • SIGNIFICANT ACCOUNTING POLICIES The interim financial statements are prepared by using the same accounting policies and methods of computation as were used for the financial statements for the year ended December 31, 2019, except the changes in accounting policies as follows.

  • Restricted Subsidiaries The Issuer shall cause any Restricted Subsidiary required to guarantee payment of the Notes pursuant to the terms and provisions of Section 10.15 to execute and deliver to the Trustee a supplement to this Indenture substantially in the form of Exhibit A hereto in accordance with the provisions of Article Nine of this Indenture pursuant to which such Restricted Subsidiary shall guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Issuer under any Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including any fees, expenses and indemnities), on an unsecured senior basis, together with an Officer’s Certificate stating that such supplemental indenture is authorized or permitted by this Indenture. Upon the execution of any such amendment or supplement, the obligations of the Guarantors and any such Restricted Subsidiary under their respective Guarantees shall become joint and several and each reference to the “Guarantor” in this Indenture shall, subject to Section 12.08, be deemed to refer to all Guarantors, including such Restricted Subsidiary. Such Guarantee shall be released in accordance with Section 8.03 and Section 12.08.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

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