Disposition Condition definition

Disposition Condition means the sale or other disposition (by merger or otherwise) by the Issuer of one or more Guarantors to any Person (other than a Subsidiary of the Issuer) during any consecutive twelve month period for which, in the aggregate, the assets of such Guarantors which are the subject of such sale or other disposition during such period constitute more than 30% of the Consolidated Total Assets of the Issuer, determined as of the date of the most recent interim or fiscal year-end balance sheet of the Issuer filed with the Commission prior to the date on which the first such sale or other disposition occurs. For purposes of this Indenture, a sale or disposition (by merger or otherwise) by a Guarantor of assets that constitute more than 30% of the Consolidated Total Assets of the Issuer determined as set forth in the preceding sentence shall constitute a sale or disposition (by merger or otherwise) of such Guarantor by the Issuer.
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Examples of Disposition Condition in a sentence

  • In determining whether the foregoing requirements with respect to the application of net proceeds has been satisfied, the application of all cash and Readily Marketable Securities received as net proceeds in all sales or other dispositions constituting such Disposition Condition shall be considered.

  • If required for such financing, the execution of such guaranties shall be an additional City Disposition Condition Precedent for the purposes of Section 3.1.

Related to Disposition Condition

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Confirmation Condition means, with respect to any Bankrupt Manufacturer which is a debtor in Chapter 11 Proceedings, a condition that shall be satisfied upon the bankruptcy court having competent jurisdiction over such Chapter 11 Proceedings issuing an order that remains in effect approving (i) the assumption of such Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by such Bankrupt Manufacturer or the trustee in bankruptcy of such Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and at the time of such assumption, the payment of all amounts due and payable by such Bankrupt Manufacturer under such Manufacturer Program and the curing of all other defaults by the Bankrupt Manufacturer thereunder or (ii) the execution, delivery and performance by such Bankrupt Manufacturer of a new post-petition Manufacturer Program (and the related Assignment Agreements) on the same terms and covering the same Vehicles as such Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) in effect on the date such Bankrupt Manufacturer became subject to such Chapter 11 Proceedings and, at the time of the execution and delivery of such new post-petition Manufacturer Program, the payment of all amounts due and payable by such Bankrupt Manufacturer under such Manufacturer Program and the curing of all other defaults by the Bankrupt Manufacturer thereunder; provided, however, that notwithstanding the foregoing, the Confirmation Condition shall be deemed satisfied until the 90th calendar day following the initial filing in respect of such Chapter 11 Proceedings.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Distribution Conditions means, with respect to any Restricted Payment or Restricted Junior Debt Prepayment, the following:

  • Litigation Conditions has the meaning set forth in Section 11.3.