Facility Sale Transaction definition

Facility Sale Transaction means a binding transaction entered into between the Financing Provider and the Applicable Purchaser pursuant to which the Applicable Purchaser agrees to buy from the Financing Provider, and the Financing Provider agrees to sell to the Applicable Purchaser, the relevant Portfolio Investment on and in accordance with the terms set forth in this Agreement.
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Facility Sale Transaction has the meaning set forth in the recitals hereto.
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Examples of Facility Sale Transaction in a sentence

  • For the avoidance of doubt, the parties hereby agree that each Facility Sale Transaction shall be part of this Agreement and, without duplication of any obligations under any of the agreements in Section 3.02 below, any obligations or liabilities of the Applicable Purchaser arising thereunder shall constitute “Obligations” under this Agreement.

  • Each Facility Sale Transaction in respect of a debt Portfolio Investment that is not a Distressed Loan (determined as of the related Facility Sale Date in the Financing Provider’s reasonable discretion) shall be deemed to be entered into pursuant to a Par/Near Par Facility Sale Confirmation with the terms set forth on Schedule 3.

  • For the avoidance of doubt, the parties agree that, notwithstanding any provision to the contrary herein, the Company shall not be required to enter into any Facility Sale Transaction nor be entitled to any benefits or subject to any Obligations hereunder, unless and until the earlier of the date on which (a) the Capital Condition is satisfied or (b) the Company waives the Capital Condition.

  • Each Facility Sale Transaction in respect of a debt Portfolio Investment that is a Distressed Loan (determined as of the related Facility Sale Date in the Financing Provider’s reasonable discretion) shall be deemed to be entered into pursuant to a Distressed Facility Sale Confirmation with the terms set forth on Schedule 2.

  • Each Facility Sale Transaction in respect of a Portfolio Investment that is not a Distressed Loan (determined as of the related Facility Sale Date in the Financing Provider’s reasonable discretion) shall be deemed to be entered into pursuant to a Par/Near Par Facility Sale Confirmation with the terms set forth on Schedule 3 (with any modifications, supplements or amendments thereto as the Applicable Purchaser and the Financing Provider may agree in their respective discretion).

  • For the avoidance of doubt, the parties hereby agree that each Facility Sale Transaction shall be part of this Agreement and, without duplication of any obligations under any of the agreements in Section 3.02 below, any obligations or liabilities of the Applicable Purchaser arising thereunder shall constitute “Obligations” under this Agreement.

  • Each Facility Sale Transaction in respect of a Portfolio Investment that is a Distressed Loan (determined as of the related Facility Sale Date in the Financing Provider’s reasonable discretion) shall be deemed to be entered into pursuant to a Distressed Facility Sale Confirmation with the terms set forth on Schedule 2.

  • For the avoidance of doubt, the parties agree that, notwithstanding any provision to the contrary herein, the Company shall not be required to enter into any Facility Sale Transaction unless and until the earlier of the date on which (a) the Capital Condition is satisfied or (b) the Company waives the Capital Condition.

  • Provide other reasonable support for parent and family member engagement activities as parents or family members may request.Succeeds Act of 201520 USC §§ 6318 and 632134 CFR Parts 74-86, 97-99, and 200Adopted: 4/22/14 Updated: 5/13/19 D on’t be surprised if you hear us singing, or see us dancing! We are a musical school, and our staff and students enjoy singing and dancing.

  • Each Facility Sale Transaction in respect of a Portfolio Investment that is not a Distressed Loan (determined as of the related Facility Sale Date in the Financing Provider’s reasonable discretion) shall be deemed to be entered into pursuant to a Par/ Near Par Facility Sale Confirmation with the terms set forth on Schedule 3.

Related to Facility Sale Transaction

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

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

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

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Public-finance transaction means a secured transaction in connection with which:

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Package Transaction means a transaction involving two or more instruments:

  • 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.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, 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 Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such 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 (b) the total combined voting power of all outstanding shares of voting stock of such 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 such SpinCo of a shareholder rights plan or (ii) issuances by such 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 is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • 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.

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

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.

  • Pro Rata Acquisition means an acquisition by a Person of Voting Shares pursuant to:

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Approved Sale has the meaning set forth in 2.1(d).

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • 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:

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.