Permitted Sale Transaction definition

Permitted Sale Transaction means any sale, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets to one of its Wholly-Owned Subsidiaries, so long as, concurrently with such transaction, such Wholly-Owned Subsidiary fully and unconditionally guarantees, on a senior basis, all of the Company’s obligations under the Notes for so long as any Notes are outstanding.

Permitted Sale Transaction has the meaning specified in Section 2.06(d)(i)(A).

Permitted Sale Transaction means any sale, conveyance, transfer or lease of all or substantially all of the Company’s properties and assets to one of its Wholly Owned Subsidiaries, so long as, concurrently with such transaction, such Wholly Owned Subsidiary fully and unconditionally guarantees, on a senior basis, all of the Company’s obligations under the Notes for so long as any Notes are outstanding.

Examples of Permitted Sale Transaction in a sentence

• For the avoidance of doubt, the parties hereto acknowledge that entry into any Permitted Sale Transaction, Permitted Block Sale or Other Specified VWAP Sale Agreement (as defined below) shall not fall within the ambit of the previous sentence.

• In addition, Counterparty shall not, directly or indirectly, communicate any information relating to any Permitted Sale Transaction to any of [ ].

• For the avoidance of doubt, if Borrower elects to cure any Collateral Shortfall by a Permitted Sale Transaction or a Brokerage Sale Transaction, such Collateral Shortfall shall be deemed to be cured if the related sale is executed prior to the Cure Time and the settlement date for such Permitted Sale Transaction or such Brokerage Sale Transaction is on or prior to the second Exchange Business Day following the date of such sale.

• Notwithstanding anything in this Section 2.06(a) to the contrary, the notice requirements and prepayment minimum amount requirements shall be waived with respect to any prepayment made pursuant to Section 2.06(c) and the requirement that the prepayment amount be a whole multiple of $1,000,000 shall be waived with respect to any prepayment made with the proceeds of any Permitted Sale Transaction within one Business Day of the settlement thereof.

• If at any time, the Collateral Agent or any Purchaser has possession of any Instruments or other loan documents, including any Chattel Paper, related to any Loans being sold in a Permitted Sale Transaction, the Collateral Agent shall promptly upon the written request of any Grantor deliver, or cause to be delivered, all such instruments, documents and agreements to such Grantor or its designee to allow for a timely closing of the Permitted Sale Transaction.

More Definitions of Permitted Sale Transaction

Permitted Sale Transaction has the meaning specified in Section 2.14.

Permitted Sale Transaction means any sale or disposition by the Company or its Subsidiaries (whether through a stock sale, asset sale, joint venture or otherwise) of the Leasing Business or the Real Estate Development Business, in whole or in part, if such sale or disposition does not have the purpose or effect of hindering, preventing or delaying the consummation of the Merger or the other transactions contemplated by this Agreement.

Permitted Sale Transaction means a sale after the Custodial Arrangement Date of Collateral Shares for Cash by Borrower at fair market value and on an arm’s-length basis, as long as:

Permitted Sale Transaction. Any transaction which, directly or indirectly, through one or more step transactions or tiered transactions, results in the transfer (be it by merger, consolidation, sale, assignments, or otherwise) of (a) all or substantially all of the assets of Lessee, or (b) 51% or more of the direct or indirect Equity Interests held by First Choice in a FCER Facility Lessee or 51% or more of the direct or indirect Equity Interests held by ACH Holdco in an ACH Facility Lessee, to a Person, so long as immediately following the consummation of any such transaction, a Person that owns 51% or more of the direct or indirect Equity Interests in the applicable Facility Lessee (i) is in pro forma compliance with the covenants applicable to Adeptus set forth in Section 16.1(l) (which compliance shall be measured to include such Person's subsidiaries, as applicable), and (ii) employs executives experienced in managing the operations of medical care facilities or engages a third party manager that has such experience; it being understood and agreed that any such transaction shall be permitted under this Lease only if no Event of Default then exists and the Combined Lessees (or the transferee, assignee or successor thereof) are in pro forma compliance with the covenant applicable to Combined Lessees set forth in Section 16.1(k), to the extent then applicable.

Permitted Sale Transaction means a sale of Collateral Shares for Cash by Borrower at fair market value and on an arm’s-length basis, as longas:

Permitted Sale Transaction a sale, transfer or similar transaction pursuant to which all or substantially all of the outstanding Capital Stock in the Borrower are directly or indirectly Disposed of and transferred to a Successor Sponsor on a one-time basis, whereupon such Successor Sponsor shall become the Sponsor for purposes of this Agreement; provided that no more than one Permitted Sale Transaction shall be permitted to be consummated prior to the Term Loan Maturity Date; provided further that at all times following the consummation of any such sale or similar transaction (except as described in clauses (c) and (d) below), (a) for twelve (12) months following the consummation of any such sale or similar transaction, day-to-day management of the Borrower continues to be conducted by the members of management as of the date of such transaction, (b) fifty percent (50%) or more of the Capital Stock in the Successor Sponsor is held by Persons who are Qualified Owners, (c) the Administrative Agent shall have received all documentation and other information about the Successor Sponsor that have been requested by Administrative Agent (either on its behalf or on behalf of any Lender) that Administrative Agent or any Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and (d) as of the effective date of any such sale or similar transaction, the Successor Sponsor shall certify to the Administrative Agent for the benefit of the Lenders that, the representations and warranties contained in Section 080599-0099-14744-15923445 3.19 shall be true and correct in all material respects on and as of such effective date. Any failure to comply with clauses (a) through (d) above shall result in such sale or similar transaction being deemed a Change of Control.

Permitted Sale Transaction means a sale of Collateral Shares for Cash by Borrower, acting reasonably, at fair market value and on arm’s-length, so long as: