Disposition Percentage means, with respect to any Asset Sale Prepayment Event or Recovery Prepayment Event required to be applied pursuant to Section 5.2(a)(i), the applicable percentage of Net Cash Proceeds required to be offered on any date of determination to prepay Term Loans.
Disposition Percentage has the meaning assigned to such term in Section 2.11(c).
Disposition Percentage means, (x) with respect to a Prepayment Event pursuant to clause (a) of such definition, the prepayment required by Section 2.11(c), if the First Lien Leverage Ratio for the Test Period then last ended is (a) greater than 2.40 to 1.00, 100%, (b) greater than 1.90 to 1.00 but less than or equal to 2.40 to 1.00, 50% and (c) equal to or less than 1.90 to 1.00, 0% and (y) with respect to a Prepayment Event pursuant to clause (b) of such definition, the prepayment required by Section 2.11(c) shall be 100%.
Examples of Disposition Percentage in a sentence
However, he also makes an important observation regarding design.
In order to comply with the provisions of Section 7.1, the Sponsor agrees that no disposal of any Sponsor Disposition Percentage may be made and no offer received by it from a Third Party to purchase any of such Sponsor Disposition Percentage may be accepted, unless Willxxxx xxxls to give within the period established in Section 7.2 (a) the Willxxxx Xxxice or Willxxxx xxxivers to the Sponsor a Willxxxx Xxxice advising it of its decision not to sell the Willxxxx Xxx Along Shares to such Third Party.
More Definitions of Disposition Percentage
Disposition Percentage has the meaning assigned to such term in Section 2.11(c). “Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition: (a) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or (c) is redeemable (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof; in each case, on or prior to the date 91 days after the Latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the Effective Date, the Effective Date); provided, however, that (i) any Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale,” a “change of control,” eminent domain event, condemnation event, or similar event shall not constitute a Disqualified Equity Interest if any such requirement becomes
Disposition Percentage means for any disposition a fraction (expressed as a percentage), the numerator of which shall be the amount of Net Tangible Assets subject to such disposition (determined as of the date of such disposition) and the denominator of which shall be Net Tangible Assets (determined as of the date of such disposition);
Disposition Percentage means, with respect to any sale or disposition of assets by the Borrower or any Subsidiary, an amount (expressed as a percentage) equal to the Consolidated EBITDA generated by such assets during the four-fiscal-quarter period most recently ended prior to such disposition divided by Consolidated EBITDA for such four-fiscal-quarter period.
Disposition Percentage means, (x) with respect to a Prepayment Event pursuant to clause (a) of such definition, the prepayment required by Section 2.11(c), if the First Lien Leverage Ratio for the Test Period then last ended is (a) greater than 2.75:1.0, 100%, (b) greater than 2.50 to 1.00 but less than or equal to 2.75 to 1.00, 50% and (c) equal to or less than 2.50:1.0, 0%; provided that prior to the effectiveness of the Reinvestment Trigger, the Disposition Percentage shall be 100% and (y) with respect to a Prepayment Event pursuant to clause (b) of such definition, the prepayment required by Section 2.11(c) shall be 100%.
Disposition Percentage means as of immediately following any Qualifying Investor Partial Exit Event, the percentage of the Investor Investment disposed of in the aggregate by the Investor subsequent to the Closing Date (excluding, for the avoidance of doubt, a sale, transfer, or other disposition within the affiliated group comprising the Investor).
Disposition Percentage as defined in Section 2.6(c). “Disqualified Lenders” means, at any time, those Persons previously identified in writing by the Company Borrower to the Administrative Agent as such list may be updated from time to time solely with respect to any competitor of the Company Borrower and its Subsidiaries following the Closing Date. The list of Disqualified Lenders shall be made available to all Lenders at all times. “Disqualified Stock”: any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, in each case at the option of the holder thereof), or upon the happening of any event: (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to this Facility and any prepayment requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to this Facility), (2) is convertible or exchangeable for Indebtedness or Disqualified Stock, or (3) is redeemable at the option of the holder thereof (other than as a result of a change of control or asset sale), in whole or in part, in each case prior to 91 days after the maturity date of the Facility; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided, further, however, that any Capital Stock held by any future, current or former employee, director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or immediate family members), of the Company Borrower, any of its Subsidiari...
Disposition Percentage as defined in Section 2.6(c). “Disqualified Lenders” shall mean, at any time, those Persons previously identified in writing by the Company Borrower to the Administrative Agent as such list may be updated from time to time solely with respect to any competitor of the Company Borrower and its Subsidiaries following the Closing Date. The list of Disqualified Lenders shall be made available to all Lenders at all times. “Disqualified Stock”: any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, in each case at the option of the holder thereof), or upon the happening of any event: (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to this Facility and any -23-