Potential Financing Transaction definition

Potential Financing Transaction means (i) the sale to and lease back from one or more lenders or investors of certain real property and associated improvements and personal property of the Company located in Booneville, Mississippi, Hagerstown, Maryland and Xxxxxx, Virginia, or (ii) the incurrence of additional Indebtedness secured by, certain real property and associated improvements and personal property of the Company located in Booneville, Mississippi, Hagerstown, Maryland and Xxxxxx, Virginia; provided that (x) each such Potential Financing Transaction shall result in the Company receiving Net Cash Proceeds, contemporaneously with the release by the Administrative Agent of its Lien on the Property disposed of or encumbered in such Potential Financing Transaction, in an amount not less than the sum of (a) 80% of the appraised value (as set forth below) of the Property to be sold or encumbered (which amount shall exclude any value, as reasonably determined by the Company and the Administrative Agent, with respect to any items included in the personal property appraisal for such property described below which have been disposed of prior to such Potential Financing Transaction and therefore are not being sold or encumbered in such Potential Financing Transaction), plus (b) in the case of any Potential Financing Transaction involving personal property in any location, 80% of the purchase price paid by the Company for any personal property not included within the appraisals referred to below, and (y) within one Business Day after the effective date of any such Potential Financing Transaction, the Company shall pay to the Administrative Agent as a mandatory prepayment, whether or not such prepayment would otherwise be required pursuant to the terms of Section 5.4 hereof (and which prepayment shall be deemed to satisfy the requirements of such Section 5.4 hereof, if any, with respect to such Potential Financing Transaction), 100% of the Net Cash Proceeds of such Potential Financing Transaction, which shall be applied to the Obligations in the order and manner set forth in Section 5.4(d) hereof (but without regard to whether such prepayment would otherwise be required by such Section). The appraised values referred to in this definition with respect to the respective Properties which may be sold or encumbered in the Potential Financing Transactions are the appraised values set forth in any appraisal relating to any of the foregoing properties that is acceptable to the Administrative Agent in...
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Examples of Potential Financing Transaction in a sentence

  • After giving effect to any incurrence of indebtedness in connection with a Potential Financing Transaction in compliance with the applicable covenants, including in connection with permitted refinancing debt, permitted acquisition debt or other exceptions to the restriction on our ability to incur indebtedness, the total debt and finance lease obligations and total capitalization presented above could increase, and such increase could be material.

  • In the event that additional indebtedness were incurred in connection with any Potential Financing Transaction, there would be an expected impact on total cash and cash equivalents, total debt, total equity and total capitalization presented above.

  • Summary of Terms and Conditions for Potential Financing Transaction Reference is made to certain existing debt as defined in Schedule II.

  • Any Potential Financing Transaction will be made at UPC Holding’s election or the election of its relevant subsidiaries, and if such debt is in the form of securities, would be offered and sold pursuant to, and on the terms described in, a separate offering memorandum.

  • Annex A Other Terms [no changes] Exhibit B Term Sheet Blackline [attached] Xxxxxxx Xxxxxxx, Incorporated Summary of Terms and Conditions for Potential Financing Transaction Terms used but not defined herein shall have the meanings ascribed to them in the Transaction Support Agreement to which this term sheet is attached.

  • Residential structures shall be no more than1 story 24 feet in height Tom Coyle, Principal Planner, provided a staff report and stated drainage issues had been addressed in Condition No. 8-B, height limitations in Condition No. 16, and questions about transportation on Bonanza Road had been clarified through the process.

  • In the event that additional indebtedness is incurred in connection with any Potential Financing Transaction, there would be an expected impact on total cash and cash equivalents, total third-party debt, UPC Holding Subordinated Loans, owners’ deficit and total capitalization presented above.

Related to Potential Financing Transaction

  • 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.

  • 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.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Securities Financing Transactions means repurchase agreements, reverse repurchase agreements, securities lending agreements and any other transactions within the scope of SFTR that a Fund is permitted to engage in;

  • 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.

  • 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.

  • 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.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • 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.

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

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

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

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

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

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

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

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • 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.

  • 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:

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Exit Financing means the financing under the Exit Facility.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • 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.

  • Repricing Transaction means (i) the incurrence by the Borrower of any Indebtedness in the form of a similar term loan that is broadly marketed or syndicated to banks and other institutional investors (a) having an Effective Yield for the respective Type of such Indebtedness that is less than the Effective Yield for the Initial Term Loans of the respective equivalent Type, but excluding Indebtedness incurred in connection with a Qualifying IPO, Change of Control or Transformative Acquisition, and (b) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Initial Term Loans or (ii) any effective reduction in the Effective Yield for the Initial Term Loans (e.g., by way of amendment, waiver or otherwise), except for a reduction in connection with a Qualifying IPO, Change of Control or Transformative Acquisition. Any determination by the Administrative Agent with respect to whether a Repricing Transaction shall have occurred shall be conclusive and binding on all Lenders holding the Initial Term Loans.