Applicable Disposition definition

Applicable Disposition a Disposition in excess of $10,000,000 individually (or series of related Dispositions).

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Applicable Disposition means any sale, transfer or other disposition by the Principal Shareholder of Common Stock, to the extent that such sale, transfer or other disposition, together with all other sales, transfers and other dispositions by the Principal Shareholder and its Affiliates in the aggregate represents in excess of 20% of the aggregate amount of Common Stock beneficially owned by the Principal Shareholder and its Affiliates on the Closing Date.

Applicable Disposition means any sale, exchange, or other disposition by the donee of applicable property after the last day of the taxable year of the donor in which that property was contributed, and before the last day of the three-year period beginning on the date of the contribution of that property, unless the donee makes a certification in accordance with paragraph (3).

Examples of Applicable Disposition in a sentence

• For each full calendar month following any such Qualified Disposition, the Management Fee shall be reduced by the Applicable Disposition Discount with respect to such Disposed Property.

• With respect to the fiscal month in which the Applicable Disposition occurs, such expenses shall be added on a pro rata basis in the manner described in the last sentence of the preceding bullet point.

• Notwithstanding any application of this Section 2.05(d) to any Applicable Disposition that is not otherwise permitted under this Agreement, nothing in this Section 2.05(d) shall be deemed to permit any Disposition not expressly permitted under this Agreement or to constitute a waiver or cure of any Default that arises as a result of a Disposition that is not permitted under this Agreement.

• The failure to comply with (i) the Applicable Debt Covenant with respect to any payments other than the Requested Debt Prepayment or (ii) the Applicable Disposition Covenant with respect to any dispositions other than the Requested Disposition shall constitute an Event of Default.

• Forthwith upon receipt by the Borrower or any -------------------- of its Subsidiaries of any Applicable Disposition Proceeds, the Commitment Amount shall be reduced by an amount equal to 100% of such Applicable Disposition Proceeds.

• The calculation of the adjustments described above and the Covenant EBITDA Amounts shall be agreed between the Borrower and the Agent, acting in good faith, no later than 5 Business Days after an Applicable Disposition, and (i) a revised table showing the “Minimum Consolidated Adjusted EBITDA” for each applicable period shall be posted to the Lenders and (ii) the calculations showing the determination of such revised amounts shall be posted to the private-side Lenders.

• The calculation of the adjustments described above and the Covenant EBITDA Amounts shall be agreed between the Company and the Agent, acting in good faith, no later than 5 Business Days after an Applicable Disposition, and (i) a revised table showing the “Minimum Consolidated Adjusted EBITDA” for each applicable period shall be posted to the Lenders and (ii) the calculations showing the determination of such revised amounts shall be posted to the private-side Lenders.

More Definitions of Applicable Disposition

Applicable Disposition means any Disposition, whether consummated in a single transaction or series of related transactions, of property or assets with a fair market value greater than or equal to $250,000,000 that is consummated after the Closing Date when the Debt Rating is less than BBB- by S&P and less than Baa3 by ▇▇▇▇▇’▇.

Applicable Disposition means any Disposition of all or any Purchased Shares other than (i) a Permitted Transfer made after termination of the Trust Agreement or (ii) a Disposition made in connection with the exercise of Piggy-Back Rights under Section 2.2.

Applicable Disposition means any sale, transfer or other disposition, prior to the date of a Qualified IPO, by a Principal Shareholder or any Affiliate of such Principal Shareholder of Common Stock representing in excess of 10% the aggregate amount of Common Stock beneficially owned by such Principal Shareholder and its Affiliates.