Major Asset Disposal definition

Major Asset Disposal means the sale, on the one hand, (i) of the Coffeyville Nitrogen Plant or the stock of Coffeyville Nitrogen Fertilizers, Inc. and/or Fertilizers or, on the other hand to the extent (i) has not occurred, (ii) the Coffeyville Refinery and/or Coffeyville Refining & Marketing, Inc. or Refining, in each case on arms-length, commercially reasonable terms at fair market value, the proceeds of which are applied to prepay the Loans in accordance with Section 2.3; provided, that (i) no less than $65,000,000 of the aggregate consideration shall be paid in cash and (ii) any non-cash proceeds received in connection with such Major Asset Disposal shall be valued by a fairness opinion from a third party appraiser in form and substance reasonably acceptable to the Agents.
Sample 1

Examples of Major Asset Disposal in a sentence

  • The above-mentioned Major Asset Disposal and Major Asset Acquisition are inter-conditional and shall take place simultaneously.

  • Defendants argue that Plaintiffs merely disagree with the course of treatment carried out, in an exercise of professional judgment, by Nurse Dillman- McGowan and Nurse Oxenreider.

  • The Major Asset Disposal transacted with China COSCO is subject to the approval by the shareholders’ meeting of China COSCO.

  • The Major Asset Disposal transacted with COSCO Pacific is subject to the approval by the shareholders’ meeting of COSCO Pacific.

  • Relevant entities under the Major Asset Disposal are not prohibited from participating in any major asset restructuring of listed companies pursuant to Article 13 of the Interim Provisions on Strengthening the Supervision over Abnormal Stock Trading Related to the Material Asset Reorganisation of Listed Companies.

  • Summary Statement ⮚ An amendment to the Water Shortage or Drought Ordinance is necessary to give the City Manager authority to assess fines up to a maximum penalty of up to $1,000 and/or the installation of a flow restrictor device to limit usage, for violations of mandatory restrictions imposed as a result of a water shortage or drought.

  • In order to ensure the effective and smooth implementation of the transactions, the Board of the Company has proposed the resolution on the authorisation to be granted to the Board and the management in handling matters in relation to the Major Asset Disposal, at their sole discretion, at the general meeting of the Company.

  • The Major Asset Disposal in respect of the acquisition of assets through issuance of shares by CSSC Holdings is subject to approval by China Securities Regulatory Commission.

  • Hence, the Major Asset Disposal constitutes a related transaction.

  • Zhang Nan, Guan Yimin, Shi Xin, Hai Chi Yuet and Graeme Jack, all being the independent directors of CSCL, have jointly issued the “Independent Opinions of the Independent Director of China Shipping Container Lines Company Limited on the Connected Transactions of the Major Asset Disposal and the Major Asset Acquisition”, expressed their own opinions as to the Transaction and consented to the overall arrangements for the Transaction.

Related to Major Asset Disposal

  • Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 50% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company shall be based on fair market value, as determined by a majority of the members of the Incumbent Board;

  • Asset Disposition means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

  • Excluded Asset Disposition means an Asset Disposition permitted pursuant to Section 7.05 other than Asset Dispositions pursuant to Sections 7.05(vii), (xiii), and (xv).

  • from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.

  • Permitted Asset Dispositions means the following Asset Dispositions, provided, however, that at the time of such Asset Disposition, no Default or Event of Default exists or would result from such Asset Disposition:

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Pro Forma Disposal Adjustment means, for any four-quarter period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent four-quarter period prior to its disposal.

  • Relevant Disposal means and includes any disposal by the Appointee;

  • Excluded Disposal Proceeds means any Disposal Proceeds:

  • Asset Sales means any sale or disposition of assets of the Company or any of its Subsidiaries or series of related sales or dispositions of assets of the Company or any of its Subsidiaries (other than the sale of inventory in the ordinary course of business).

  • Prepayment Asset Sale means any Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 6.07(h).

  • Asset Sale Offer Amount shall have the meaning specified in Section 4.14.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Debt Incurrence Prepayment Event means any issuance or incurrence by the Borrower or any of the Restricted Subsidiaries of any Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(o) or, except to the extent accompanied by a corresponding reduction of the Revolving Credit Commitments Section 10.1(y)).

  • Final disposition means the burial, interment, cremation, removal from the state, or other disposition of a dead body or fetus.

  • Asset Sale means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a “transfer”), directly or indirectly, in one or a series of related transactions, of:

  • Casualty Amount means Five hundred thousand Dollars ($500,000) (or the equivalent in any other currency);

  • Debt Incurrence means any issuance or sale by the Borrower or any of its Subsidiaries of any Debt after the Closing Date other than Permitted Debt.

  • Event of Loss Proceeds means, with respect to any proceeds from any Event of Loss, all Satellite insurance proceeds received by the Issuer or any of the Restricted Subsidiaries in connection with such Event of Loss, after

  • REO Disposition Period As defined in Section 3.14. REO Proceeds: Proceeds, net of any related expenses of the Servicer, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property) which are received prior to the final liquidation of such Mortgaged Property.

  • Collateral Disposition means (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person (it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital Stock of the Borrower or (ii) any Event of Loss of the Vessel.

  • Non-Financed Capital Expenditures means Capital Expenditures not financed by the seller of the capital asset, by a third party lender or by means of any extension of credit by Lender other than by means of an Advance under the Revolving Credit Facility.

  • REO Disposition Proceeds All amounts received with respect to an REO Disposition pursuant to Section 4.16.

  • Acquisition Indebtedness Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).