Qualifying Disposition definition
Qualifying Disposition means a sale, transfer or other disposition of Relevant Collateral Shares:
Qualifying Disposition means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition.
Qualifying Disposition means a Disposition (not including the sale or discount of receivables and related assets in connection with receivables financing, securitization or factoring arrangements permitted under this Agreement), by Holdings or any of its Subsidiaries to any other Person (other than another Group member), that yields gross proceeds to Holdings and its Subsidiaries of $300,000,000 or more.
Examples of Qualifying Disposition in a sentence
Notwithstanding any other provision of the Loan Documents to the contrary, any sale, transfer or other disposition of Pledged Shares (other than in connection with a release of Shares to a Pledgor or a transfer to another Applicable Lender in accordance with Section 10.06 of the Margin Loan Agreement) by a an Applicable Lender must be a Qualifying Disposition.
Each Pledgor further recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities Laws, any Applicable Lender may be compelled, with respect to any Qualifying Disposition of all or any part of such Applicable Lender’s Collateral, to limit purchases to those who will agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof.
More Definitions of Qualifying Disposition
Qualifying Disposition means a sale, transfer or other disposition of Common Shares delivered upon conversion of the Notes (i) to any Person who acquires them in a broadly distributed public offering of such Common Shares (including the underwriter or placement agent of such offering, which may be the relevant converting Holder or an Affiliate of such converting Holder); (ii) effected on any securities exchange so long as neither the relevant converting Holder nor any Affiliate of such converting Holder solicited or arranged for the solicitation of orders to buy such Common Shares in anticipation of or in connection with such sale; (iii) made in compliance with the manner-of-sale requirements set forth in Rule 144(g) under the Securities Act; (iv) that constitutes the return of Common Shares in satisfaction of an existing share loan transaction; (v) to a Person or entity that is not, and after giving effect to such sale, transfer or other disposition, will not be, an “affiliate” (as such term is used in Rule 144) of the Company (based on representations made by such Person or entity) after taking into account all other sales of such Common Shares to such Person entity (other than pursuant to clause (i), (ii), (iii) or (iv) above); (vi) to a Person or entity that is an “affiliate” (as such term is used in Rule 144) of the Company prior to such sale, transfer or other disposition so long as the number of Common Shares sold, transferred or otherwise disposed of to such Person or entity (in any manner at any time, in one transaction or a series of transactions) does not in the aggregate exceed 9.0% of the outstanding Common Shares after taking into account all other sales of Common Shares to such Person or entity (other than pursuant to clause (i), (ii), (iii) or (iv) above); or (vii) to the Company or any Subsidiary of the Company.
Qualifying Disposition means any GTFM Disposition which (a) is an Exchange Transaction, (b) is a Partial Qualifying Disposition, (c) is a Receivables Securitization Facility Foreclosure or (d) meets each of the following requirements:
Qualifying Disposition means a sale, transfer or other disposition of the Collateral Securities:
Qualifying Disposition means a sale, transfer or other disposition of Nasdaq Collateral Shares:
Qualifying Disposition means any Disposition pursuant to Section 7.05(l) generating Net Proceeds in excess of $1,000,000.
Qualifying Disposition means any Disposition pursuant to Section 7.05(l) generating Net Proceeds in excess of $1,000,000, the Net Proceeds of which are not required to be applied to the prepayment of the obligations under the First Lien Credit Agreement.
Qualifying Disposition means any (i) sale, conveyance, transfer or other disposition (or series of related sales, conveyances, transfers or other dispositions) of the Capital Stock of TMM Multimodal or Grupo TFM (or any successor of either of them) or (ii) any merger or consolidation with or of TMM Multimodal or Grupo TFM (or any successor of either of them) where: