Monetization Transaction means, with respect to any Specified Equity Interests owned by the Borrower or any of its Subsidiaries, any transaction, agreement, device or arrangement (A) which results in the Borrower or any Subsidiary receiving payments on account of entering into contractual or other similar obligations and granting rights in, to or with respect to such Specified Equity Interests, or (B) by which the Borrower or any Subsidiary xxxxxx against price fluctuation with respect to such Specified Equity Interests.
Monetization Transaction means a transaction pursuant to which (i) securities received pursuant to a Disposition or Exchange are sold, transferred or otherwise conveyed (including by way of a forward purchase agreement, prepaid forward sale agreement, secured borrowing or similar agreement) within 180 days of such Disposition or Exchange and (ii) the Company or its Restricted Subsidiaries receive (including by way of borrowing under Monetization Indebtedness) not less than 75% of the fair market value of such securities in the form of cash.
Monetization Transaction means a transaction pursuant to which (i) securities received pursuant to an Asset Sale are sold, transferred or otherwise conveyed (including by way of a forward purchase agreement, prepaid forward sale agreement, secured borrowing or similar agreement) within 180 days of such Asset Sale and (ii) the Company receives (including by way of borrowing under Monetization Indebtedness) not less than 75% of the Fair Market Value of such securities in the form of cash.
Examples of Monetization Transaction in a sentence
To the extent that a Tax Benefits Monetization Transaction is not expected to occur on the Effective Date, if the Backstop Commitment is drawn, no later than five (5) business days prior to the Effective Date, the Debtors shall form the Backstop TBM Trust (as defined herein) pursuant to the Backstop TBM Trust Agreement (as defined herein).
For the avoidance of doubt, in the event the Backstop Commitment is drawn and a Tax Benefits Monetization Transaction is not expected to occur on the Effective Date, the Backstop TBM Trust Interests shall be issued to the Backstop Party as provided in the foregoing clause (ii) for no additional consideration (other than payment of the Backstop Price).
Backstop Parties who are Shareholder Proponents agree to use commercially reasonable efforts to assist the Debtors to facilitate a Tax Benefits Monetization Transaction no later than May 31, 2020.
In connection with any Compelled Monetization Transaction, the Rights Holder shall designate an independent investment banking firm of recognized national standing selected by the Rights Holder and reasonably acceptable to AIG (the “Investment Bank”) to, in the case of a Sale of the Company, conduct the sale process or, in the case of an Initial Public Offering, act as the sole global coordinator and lead book-running manager for such public offering, in accordance with this Section 8.06.
If the Star-Edison Purchase Agreement is terminated at any time, then from and after the date of such termination, AIG shall use its commercially reasonable efforts to effect a Monetization Transaction with respect to each of Star and Edison, unless the AIA/ALICO Preferred Redemption has occurred with respect to both SPVs.
More Definitions of Monetization Transaction
Monetization Transaction means, with respect to any Designated Entity at any time, either a Sale of the Company or an Initial Public Offering, which, in the case of an Initial Public Offering, results in an aggregate payment in respect of the SPV Intercompany Loans and/or SPV Capital Contributions at least equal to the lesser of (i) the Aggregate AIA/ALICO Liquidation Preference (plus the aggregate preferred returns earned on the AIA/ALICO Preferred Units of both SPVs since the most recent fiscal quarter then ended) at such time and (ii) fifty percent (50%) (or such lesser percentage as may be determined by the Rights Holder) of the Fair Market Value of such Designated Entity at such time.
Monetization Transaction means, with respect to any Specified Equity Interests owned by the Borrower or any of its Subsidiaries, any transaction, agreement, device or arrangement (A) which results in the Borrower or any Subsidiary receiving payments on account of entering into contractual or other similar obligations and granting rights in, to or with respect to such Specified Equity Interests, or (B) by which the Borrower or any Subsidiary hedges against price fluctuation with respect to such Specified Equity Interests.
Monetization Transaction means any one or more of the following transactions and any combination thereof: (i) any Swap Contract relating to any Monetized Marketable Securities (“Monetization Hedging Agreement”), (ii) any repurchase agreement, securities loan agreement or securities forward transaction agreement relating to any Monetized Marketable Securities (collectively, “Monetization Securities Agreements”), (iii) incurrence of any Indebtedness that is (a) secured solely by any Monetized Marketable Securities and/or any Monetization Hedging Agreement or Monetization Securities Agreement and (b) otherwise non-recourse to the Consolidated Parties (other than such Monetization SPE), (iv) any Disposition of Monetized Marketable Securities and (v) organization by the Borrower or a Subsidiary of a Monetization SPE.
Monetization Transaction means any monetization transaction or series of related monetization transactions in respect of the disposition of Oil and Gas Properties owned by the Borrower or one or more of its Subsidiaries between or among, as appropriate, the Borrower or one or more of its Subsidiaries and another Person or Persons.
Monetization Transaction means (i) any transaction or series of transactions pursuant to which the Borrower or any of its Subsidiaries sells, conveys, assigns, pledges or otherwise transfers for value any Monetization Assets to any Monetization Subsidiary or to any other Person that is not an Affiliate of the Borrower, or creates a Lien in Monetization Assets in favor of any Monetization Subsidiary or any other Person that is not an Affiliate of the Borrower to secure Indebtedness incurred in connection with such Monetization Transaction and (ii) any Limited Recourse Financing Transaction.
Monetization Transaction means any sale, transfer, disposition, joint venture or other monetization (whether involving assets or Equity Interests) of any midstream gathering systems and associated infrastructure assets located outside the AMI and the Proximate Area; provided, that “Monetization Transaction” shall not include (i) any equity financing transactions by any Chesapeake Entity in respect of any midstream gathering systems and/or associated infrastructure assets located outside the AMI and Proximate Area, the net proceeds of which are used to finance the construction, development and/or operation of such midstream gathering system and/or associated infrastructure assets, (ii) any financing transactions consisting of debt that is non-convertible and non-exchangeable, provided that any such transaction or series of related transactions may include the issuance of Equity Interests to the parties providing financing or Affiliates thereof that in the aggregate constitute less than 20% of the aggregate value of such financing transaction, (iii) any transactions that would result in a Chesapeake Change of Control or a sale of all or substantially all of the assets of Chesapeake and its Subsidiaries, taken as a whole, (iv) any sale, joint venture or other monetization of any midstream gathering system and/or associated infrastructure assets outside the AMI and Proximate Area in connection with a sale of interests in oil and gas properties (including, but not limited to, volumetric production payments) in which the majority of the assets (by value) are comprised of oil and gas exploration and production assets, (v) any transaction that would meet the primary definition of Monetization Transaction but is subject to the rights of first refusal, purchase and similar commitments to third parties, as listed on Schedule A hereto, (vi) any exchange, swap or similar property-for-property transaction involving the exchange of any midstream gathering system and/or associated infrastructure assets outside the AMI and Proximate Area for other midstream gathering systems and/or associated infrastructure assets outside the AMI and Proximate Area, to the extent any net cash proceeds to the Chesapeake Entities from any such transaction or series of related transactions does not comprise more than 20% of the aggregate value of the assets subject to such transaction or series of related transactions and (vii) any sale, transfer or disposition to a 100% Affiliate of Chesapeake that remains a 100% Af...
Monetization Transaction has the meaning set forth in Section 4.6. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.