Adverse Transaction definition

Adverse Transaction means (i) any sale, disposition, transfer or exchange of the Properties or the Property Owning Partnership Interests, (ii) any release, discharge or reduction of non-recourse indebtedness of the Property Owning Partnerships (other than through payment of scheduled amortization, actions taken by a secured lender such as application of insurance proceeds or condemnation awards or the exercise of remedies, or in the case where the released indebtedness is concurrently being replaced pay with other non-recourse indebtedness complying with clause(B) below), (iii) any distribution of Partnership assets (other than distributions of cash and other distributions by the Partnership and the Property Owning Partnerships, in each case, in the ordinary course of business), or (iv) any other transaction or agreement to which any of the Partnership and the Property Owning Partnerships is a party, if as a result of any such transaction or agreement described in (i), (ii), (iii), or (iv) above, JMB LP as a partner in the Upper Tier Limited Partnership would be required to recognize a material amount of taxable income or gain prior to the Approval Right Termination Date. Adverse Transactions shall specifically exclude (A) Partnership income derived in the ordinary course of the Partnership's and the Property Owning Partnerships' business, (B) non-recourse refinancing of the Properties on commercially reasonable terms in an aggregate amount equal to not less than the lesser of $325,000,000 or the amortized balance of the then existing non-recourse financing encumbering the Properties (utilizing an amortization schedule no shorter than twenty (20) years), (C) payment of amortization on non-recourse financing encumbering the Properties, provided that the outstanding balance of such financing is not reduced below $325,000,000, in the aggregate, as such amount would be reduced between the date hereof and the Approval Right Termination Date assuming such amount is amortized based on a twenty (20) year amortization schedule and except as otherwise provided in the parenthetical of clause (ii) above (i.e. actions taken by a secured lender such as application of insurance proceeds or condemnation awards or the exercise of remedies, or in the case where released indebtedness is concurrently being replaced with other non-recourse indebtedness complying with clause (B) above), (D) the consummation of the transactions described in the Plan (i.e., the property transfers and the issuance of...
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Adverse Transaction means (i) any sale, disposition, transfer or exchange of any Partnership Property, the interests of the Lower Tier Partnership in the Property Owning Partnership or the properties owned by the Property Owning Partnerships (ii) any release, discharge or reduction of non-recourse indebtedness of the Property Owning Partnerships (other than through payment of scheduled amortization, actions taken by a secured lender such as application of insurance proceeds or condemnation awards or the exercise of remedies, or in the case where the released indebtedness is concurrently being replaced with other non-recourse indebtedness complying with clause (B) below), (iii) any distribution of Partnership assets (other than distributions of cash and other distributions by the Partnership, the Lower Tier Partnership and the Property Owning Partnerships, in each case, in the ordinary course of business), or (iv) any other transaction or agreement to which any of the Partnership, the Lower Tier Partnership or the Property Owning Partnerships is a party, if as a result of any such transaction or agreement described in (i), (ii), (iii), or (iv) above, the JMB Limited Partner would be required to recognize a material amount of taxable income or gain prior to the Approval Right Termination Date. Adverse Transactions shall specifically exclude (A) Partnership income derived in the ordinary course of the Partnership's, the Lower Tier Partnership's and the Property Owning Partnerships' business, (B) non-recourse refinancing of the properties owned by the Property Owning Partnerships on commercially reasonable terms in an aggregate amount equal to not less than the lesser of $325,000,000 or the amortized balance of the then existing non-recourse financing encumbering the properties owned by the Property Owning Partnerships (utilizing an amortization schedule no shorter than twenty (20) years), (C) payment of amortization on non-recourse financing encumbering the properties owned by the Property Owning Partnerships, provided that the outstanding balance of such financing is not reduced below $325,000,000, in the aggregate, as such amount would be reduced between the date hereof and the Approval Right Termination Date assuming such amount is amortized based on a twenty (20) year amortization schedule and except as otherwise provided in the parenthetical of clause (ii) above (i.e., actions taken by a secured lender such as application of insurance proceeds or condemnation awards or the ...
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Adverse Transaction means: (a) any changes made in operations within two (2) years after either the Effective Date of the Joint Plan or a Change of Control, that reduce the total number of block hours flown by the Company during any 12 month period by 15% or more compared to the prior 12 month period or that reduce the number of the Company's aircraft to fewer than twenty (20) (an "Operational Reduction"); (b) a sale of all or substantially all of the equity securities or assets of the Company (a "Sale"); or (c) a merger of the Company with or into another entity, regardless of which entity is the surviving entity and which merger is used to implement an acquisition of the Company by another airline (a "Merger"). In the event that an "Adverse Transaction" occurs then, in addition to all other rights and remedies specified in the Agreement or otherwise available at law, the Union shall have the right in its sole discretion to (A) extend the duration of the Agreement for up to two (2) years past the Change of Control date, in the event of an Operational Reduction, or two (2) years past the Adverse Transaction date in the event of a Sale or Merger; and (B) obtain an agreement from the Company pursuant to which no active eligible employees (less the number of eligible employees on leave) who are on the seniority list on the date of the Adverse Transaction shall be furloughed from the date the Adverse Transaction through the amendable date, as it may be extended hereunder, except for furloughs that occur in the ordinary course for reasons such as but not limited to seasonality and aircraft placed out of service except as a result of the Adverse Transaction. In addition, Holdings and the Company shall at Holdings' option either (i) issue to employees common shares of Holdings having an aggregate market value of $517,611 at the time of the Adverse Transaction, or (ii) pay $517,611 in cash. If Holding elects to issue common stock it shall be issued within five (5) business days after the effective date of the Adverse Transaction, and the number of shares to be issued shall be $517,611 divided by the average closing price for the five (5) business days preceding the third business day after the date the Adverse Transaction is publicly announced. If Holdings elects to issue cash, it shall do so no later than eight (8) business days following the effective date of the Adverse Transaction. The stock or cash shall be allocated based on W-2 wages for the tax year immediately preceding the ...
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Examples of Adverse Transaction in a sentence

  • The aggregate Common Stock or cash payment upon a Change of Control or Adverse Transaction would, therefore, likely have increased to approximately $5.6 million.

  • The new remedies available to ALPA would have included the right, to the extent the collective bargaining agreement had an amendable date which is less than two years from the date of the Change of Control or Adverse Transaction (as such terms are defined in the agreement), to unilaterally extend the Proposed ALPA Agreement for a period of two years from such date and to require a payment of $1.5 million in either Common Stock or cash.


More Definitions of Adverse Transaction

Adverse Transaction means (i) any sale, disposition, transfer or exchange of the Property, (ii) any release, discharge or reduction of non-recourse indebtedness of the Partnership (other than through payment of scheduled amortization, actions taken by a secured lender such as application of insurance proceeds or condemnation awards or the exercise of remedies, or in the case where the released indebtedness is concurrently being replaced with other non-recourse indebtedness complying with clause (B) below), (iii) any distribution of Partnership assets (other than distributions of cash and other distributions by the Partnership in the ordinary course of business), or (iv) any other transaction or agreement to which the Partnership is a party, if as a result of any such transaction or agreement described in (i), (ii), (iii), or (iv) above, JMB LP as a partner in the Upper Tier Partnership would be required to recognize a material amount of taxable income or gain prior to the Approval Right Termination Date. Adverse Transactions shall specifically exclude (A) Partnership income derived in the ordinary course of the Partnership's business, (B) non-recourse refinancing of the Property on commercially reasonable terms in an aggregate amount together with any non-recourse financing encumbering 1290 Avenue of the Americxx, Xxx Xxxx, XX xxxxx xx xxx xxxx xxxx xhe lesser of $325,000,000 or the amortized balance of the then existing non-recourse financing encumbering the Properties (utilizing an amortization schedule no shorter than twenty (20) years), (C) payment of amortization on non-recourse financing encumbering the Property, provided that the outstanding balance of non-recourse financing encumbering the Properties is not reduced below $325,000,000, in the aggregate, as such amount would be reduced between the date hereof and the Approval Right Termination Date assuming such amount is amortized based on a twenty (20) year amortization schedule and except as otherwise provided in the parenthetical of clause (ii) above (i.e., actions taken by a secured lender such as applications of insurance proceeds or condemnation awards or the exercise of remedies, or in the case where the released indebtedness is concurrently being replaced with other non-recourse indebtedness complying with clause (B) above), (D) the consummation of the transactions described in the Plan (i.e., the property transfers and the issuance of the securities provided therein), (E) a transfer of the Property pursuant to...
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Adverse Transaction means: (a) any changes made in operations within two (2) years after either the Effective Date of the Joint Plan or a Change of Control, that reduce the total number of block hours flown by the Company during any 12 month period by 15% or more compared to the prior 12 month period or that reduce the number of the Company's aircraft to fewer than twenty (20) (an "Operational Reduction"); (b) a sale of all or substantially all of the equity securities or assets of the Company (a "Sale"); or (c) a merger of the Company with or into another entity, regardless of which entity is the surviving entity and which merger is used to implement an acquisition of the Company by another airline (a "Merger"). In the event that an "Adverse Transaction" occurs then, in addition to all other rights and remedies specified in the Agreement or otherwise available at law, the Union shall have the right in its sole discretion to
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Adverse Transaction. Not enter into any transaction that materially adversely affects Borrower’s ability to repay amounts owing to Agent hereunder, and under the respective Notes, and this Agreement.
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Adverse Transaction means: (a) any changes made in operations within two (2) years after either the Effective Date of the Joint Plan or a Change of Control, that reduce the total number of block hours flown by the Company
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Related to Adverse Transaction

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following:

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Public-finance transaction means a secured transaction in connection with which:

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Excluded Transactions means:

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Pre-Release Transaction shall have the meaning set forth in Section 5.10.

  • Alternative Transaction has the meaning set forth in Section 6.2(a).

  • Disclosable transaction means any transaction in a security pursuant to which an access person would have a beneficial ownership.