Asset Transfer Transaction definition

Asset Transfer Transaction means the transfer by the REIT to the Company (or, in the case of certain Spinco Assets constituting real property, to a Restricted Subsidiary) of all the REIT's right, title and interest in and to the Spinco Assets as specified in, and in accordance with, the applicable REIT Contribution Agreements.
Sample 1
Asset Transfer Transaction means the sale, transfer or conveyance, or other disposition, directly or indirectly, in one of a series of related transactions of any properties or assets of the Company or any of its Subsidiaries (the "KDSM Transferred Assets") to any Person in exchange for properties or assets that will be used in the operations of one or more television or radio broadcasting stations or assets reasonably related thereto (the "Received Assets"), provided that (i) the Company shall deliver to the Trustee a written opinion from an investment banking firm of national standing or other financial services firm experienced in such matters and reasonably acceptable to the Trustee to the effect that the Fair Market Value of the Received Assets is at least equal to the greater of (a) 90% of the Fair Market Value of the KDSM Transferred Assets immediate prior to the proposed Asset Transfer Transaction or (b) $50 million, (ii) both the Received Assets (if considered as a separate entity) and the Company, after giving effect to the Asset Transfer Transaction, would have had positive Operating Cash Flow (as defined in the Indenture) for at least two prior fiscal years (based on audited financial statements) and any subsequent three, six or nine-month interim period (on an unaudited basis) on an actual and pro forma basis (without giving effect to dividends under the Parent Preferred and interest payments on the KDSM Senior Debentures) prepared in accordance with Rule 11-02 of Regulation S-X as if such entity were making a public equity offering under the Securities Act as of the closing date of the Asset Transfer Transaction; (iii) there has been no material adverse change in the condition (financial or otherwise), business, prospects, or results of operations of the Received Assets since the latter of the end of the last fiscal year or any subsequent three, six or nine-month interim period; (iv) such transaction does not result in a violation of the Trust Indenture Act; and (v) the Company shall have delivered to the Trustee simultaneously with the consummation of the Asset Transfer Transaction an Officers' Certificate and an Opinion of Counsel, each to the effect that the transaction complies with this definition and that all conditions precedent to such Asset Transfer Transaction have been satisfied.
Sample 1

Examples of Asset Transfer Transaction in a sentence

  • Section 4.16 of the Base Indenture requires EFH Corp., the Company and the Trustee to enter into this Supplemental Indenture in connection with a consummation of the Permitted Asset Transfer Transaction, whereby the Company shall assume the obligations of EFH Corp.

  • Internal Asset Transfer Transaction Applicants propose that AE Supply form a wholly- owned, single-member limited liability company, which would be organized under the laws of the State of Delaware, to serve as a special purpose financing vehicle ("Leaseback SPV").

  • All of the shares of capital stock of Newco and AHCGC are owned beneficially and of record by Seller, free and clear of any Encumbrances and upon the consummation of the Asset Transfer Transaction, all of the shares of capital stock of AHCGC will be owned, free and clear of any Encumbrances by Newco.

  • Applicants then propose to transfer to the Leaseback SPV all of AE Supply's right, title and interest in and to the Facility, together with certain contracts, assets and liabilities related to the ownership and operation of the Facility, including the Operating Agreement ("Internal Asset Transfer Transaction").

  • The Consenting Lender hereby consents to the Asset Transfer Transaction, subject to the terms and conditions contained in this Amendment.

  • The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, consummate an Asset Sale unless the Company or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Equity Interests or assets sold as determined in good faith by the Board of Directors of the Company and evidenced in a board resolution, except in connection with an Asset Transfer Transaction.

  • The Loan Parties hereby acknowledge that the Asset Transfer Transaction is not permitted by certain provisions of the Credit Agreement.

  • Section 2.1. The Loan Parties have advised the Required Lenders of their desire to consummate the Asset Transfer Transaction.

  • For purposes of this Agreement, "Current Company Stockholders" means those persons and entities that beneficially own, in the aggregate, 100% of the issued and outstanding shares of Company Common Stock on the date of the Asset Transfer Transaction, prior to and without giving effect to the issuance of the Share Consideration.

  • The transfer of the Transferred Assets and the assumption of the Assumed Liabilities are hereinafter collectively referred to as the "Asset Transfer Transaction." The Asset Transfer Transaction shall be effected pursuant to an Asset Transfer Agreement in a form reasonably satisfactory to the Managing Member.

Related to Asset Transfer Transaction

  • 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.

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Securitization Transaction means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

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

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

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

  • Sale Transaction has the meaning set forth in Section 3(a).

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

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

  • 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.

  • 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.

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary 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 other than a Receivables Subsidiary.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Business Combination Transaction means:

  • 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;

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • 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).

  • Master Transaction Agreement has the meaning set forth in the recitals.