Delaware Divided LLC definition

Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

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Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division. “Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

Delaware Divided LLC means any Delaware LLC formed upon the consummation of a Delaware LLC Division.

Examples of Delaware Divided LLC in a sentence

• Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9, Borrower will not, and will not permit any of its Subsidiaries to convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of its or their assets (and including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division).

• In addition, Holdings shall not consummate a Delaware LLC Division, unless each Delaware Divided LLC formed thereby executes and delivers to the Administrative Agent joinders to this Agreement and the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which it becomes a Guarantor under Article X hereunder, a Pledgor under the Security Agreement and agrees to be bound by this Section 7.15.

• Pursuant to Section 5.10 of the Credit Agreement, after any Subsidiary is acquired or formed (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC) or after any Unrestricted Subsidiary is designated as a Restricted Subsidiary, such Subsidiary shall, if such Subsidiary is a Material Domestic Subsidiary, become a Guarantor hereunder by executing an agreement substantially in the form of Annex 1 hereto (a “Guarantee Supplement”).

• Each Credit Party will pledge to the Collateral Agent to secure the Obligations (i) one hundred percent (100%) of the Equity Interests in each of its Domestic Subsidiaries (including, without limitation, each Subsidiary that is a Delaware Divided LLC) (including a pledge by the Parent of 100% of the Equity Interests in the Borrower), and (ii) sixty-five percent (65%) of Equity Interests in each of its First-Tier Foreign Subsidiaries.

• The Parent Guarantor shall not merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including without limitation to or in favor of a Delaware Divided LLC pursuant to a Delaware LLC Division).

More Definitions of Delaware Divided LLC

Delaware Divided LLC means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division. “Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act. “Discount Range” has the meaning specified in Section 2.06(d)(ii). “Discounted Prepayment Option Notice” has the meaning specified in Section 2.06(d)(ii). “Discounted Voluntary Prepayment” has the meaning specified in Section 2.06(d)(i). “Discounted Voluntary Prepayment Notice” has the meaning specified in Section 2.06(d)(v). “Disposed EBITDA” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary. “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any sale of Equity Interests, but excluding any issuance by such Person of its own Equity Interests), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division. “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or 26

Delaware Divided LLC means any limited liability company which has been formed upon the consummation of a Delaware LLC

Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division. “Delaware LLC” shall mean any limited liability company organized or formed under the laws of the State of Delaware.

Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC

Delaware Divided LLC means any Delaware LLC which has been formed upon the consum- mation of a Delaware LLC Division.

Delaware Divided LLC means any limited liability company which has been formed upon the consummation of a Delaware LLC Division. “Delaware LLC Division” means the statutory division of any limited liability company into two or more limited liability companies pursuant

Delaware Divided LLC means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division. “Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act. “Designated Persons” means a person or entity (a) listed in the annex to, or otherwise subject to the provisions of, any Executive Order; (b) named as a “Specially Designated National and Blocked Person” (“SDN”) on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list (the “SDN List”) or is otherwise the subject of any Sanctions Laws and Regulations; (c) in which an entity or person on the SDN List has 50% or greater ownership interest or that is otherwise controlled by an SDN. “Development Projects” means, as of any date, all Projects then under development and all land scheduled to commence development within twelve (12) months, provided that a Project shall no longer be included in Development Projects (and therefore shall be valued based on its Net Operating Income) upon the earlier of (i) the expiration of the third full fiscal quarter after substantial completion (which shall mean the receipt of a temporary certificate of occupancy or a final certificate of occupancy) of such Project and (ii) the last day of the first full fiscal quarter in which the Consolidated NOI attributable to such Project divided by the applicable Capitalization Rate exceeds the book value in accordance with GAAP of such Project at the time it was placed into service. “Dividend Payout Ratio” means, for any given period of time for any Person, the ratio of (a) an amount equal to (i) 100% of all dividends or other distributions, direct or indirect, on account of any equity interest of such Person (except for special cash dividends or distributions payable