Restricted Disposition definition
Restricted Disposition has the meaning specified in Section 2.05(b)(vi).
Restricted Disposition has the meaning specified in Section 2.05(b)(vii).
Restricted Disposition means any sale, lease, transfer or Disposition of, or grant of options, warrants or other rights with respect to, assets by a Credit Party (including accounts receivable and Capital Stock of its Subsidiaries) that is not expressly permitted pursuant to Section 7.05.
Examples of Restricted Disposition in a sentence
Any Restricted Disposition Proceeds delivered to the Administrative Agent to be held in escrow by the Administrative Agent and will be deemed to be Escrowed Shares for purposes of this Agreement.
Without limiting the generality of the foregoing, each Grantor hereby agrees that the shares of capital stock of the surviving corporation in any merger or consolidation involving any of the Escrow Subsidiaries or any of the Escrowed Shares shall be deemed to constitute Disposition Proceeds Collateral (or, if applicable, Restricted Disposition Proceeds) if the surviving Escrow Subsidiary ceases to be either a direct or indirect wholly owned Subsidiary of the Company.
All Restricted Disposition Proceeds shall be held by the Administrative Agent as part of the Escrow.
In addition, each Grantor hereby agrees to deliver to the Administrative Agent, in escrow, any Restricted Disposition Proceeds (as defined below) as and when received by the Grantor in respect of such Escrowed Shares.
All Restricted Disposition Proceeds shall be held by the Administrative Agent, in its capacity as escrow agent hereunder, as part of the Escrow.
More Definitions of Restricted Disposition
Restricted Disposition means any disposition of assets (exclusive of Like-Kind Exchanges of one industrial/warehouse property for another and dispositions of Non-industrial Properties) if such disposition is of assets that (i) when aggregated with all other assets of the Borrower, its Subsidiaries and Qualifying Investment Affiliates previously disposed of during the fiscal year (exclusive of Like-Kind Exchanges of one industrial/warehouse property for another and dispositions of Non-industrial Properties), comprise more than 10% of Market Capitalization for the most recent available quarter or (ii) when aggregated with all other assets of the Borrower, its Subsidiaries and Qualifying Investment Affiliates previously disposed of (exclusive of Like-Kind Exchanges of one industrial/warehouse property for another and dispositions of Non-industrial Properties) from the Closing Date to the date of such sale comprise 25% or more of Market Capitalization for the most recent available quarter.
Restricted Disposition means any disposition of assets (exclusive of Like-Kind Exchanges of one industrial/warehouse property for another and dispositions of Non-industrial Properties and Presold Assets Under Development) if such disposition is of assets that (i) when aggregated with all other assets of the Borrower, its Subsidiaries, Qualifying Investment Affiliates and Special Qualifying Investment Affiliates previously disposed of during the fiscal year (exclusive of Like-Kind Exchanges of one industrial/warehouse property for another and dispositions of Non-industrial Properties and Presold Assets Under Development), comprise more than 10% of Market Capitalization for the most recent available quarter or (ii) when aggregated with all other assets of the Borrower, its Subsidiaries, Qualifying Investment Affiliates and Special Qualifying Investment Affiliates previously disposed of (exclusive of Like-Kind Exchanges of one industrial/warehouse property for another and dispositions of Non-industrial Properties and Presold Assets Under Development) from the date hereof to the date of such sale comprise 25% or more of Market Capitalization for the most recent available quarter. For purposes of aggregating the assets disposed, the Market Capitalization attributable to assets disposed during a period shall be reduced by the Market Capitalization attributable to assets acquired during the same period.
Restricted Disposition has the meaning specified in Section 2.05(b)(vi). “Restricted Group” means, collectively, the Borrower and its Restricted Subsidiaries. “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the holders of Equity Interests of the Borrower. “Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary; it being agreed that, unless otherwise specified, “Restricted Subsidiary” shall mean any Restricted Subsidiary of Borrower. “Retained Declined Proceeds” has the meaning specified in Section 2.05(b)(v). “Revolving Credit Borrowing” means a borrowing consisting of Revolving Credit Loans of the same Class, Type and currency, made, converted or continued on the same date and, in the case of Eurocurrency Rate Loans, as to which a single Interest Period is in effect. “Revolving Credit Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Credit Loans and to acquire participations in Letters of Credit, expressed as an amount representing the maximum possible aggregate amount of such ▇▇▇▇▇▇’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) increased from time to time pursuant to Section 2.14. The initial amount of each Lender’s Revolving Credit Commitment on the Closing Date is set forth on Schedule 2.01 under the caption “Revolving Credit Commitment,” or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Credit Commitment, as the case may be. The initial aggregate amount of the Lenders’ Revolving Credit Commitments on the Closing Date is $175,000,000. “Revolving Credit Commitment Increase” has the meaning specified in Section 2.14(a). “Revolving Credit Exposure” means, at any time for any Lender, the sum of (a) the Outstanding Amount of the Revolving Credit Loans of such Lender outstanding at such time, (b) the L/C Exposure of such Lender at such time and (c) such ▇▇▇▇▇▇’s (including the Swingline Lender’s) Applicable Percentage of the Outstanding Amount of all Swingline ...
Restricted Disposition has the meaning specified in Section 2.05(b)(viii). “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in any Parent, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the holders of Equity Interests of any Parent. “Restricted Subsidiary” means any Subsidiary of any Parent (other than the Borrower) other than an Unrestricted Subsidiary. “Retained Declined Proceeds” has the meaning specified in Section 2.05(b)(vi). “RILP” means Rice Investments, L.P. “S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto. “Sale Leaseback” means any transaction or series of related transactions pursuant to which any Parent, the Borrower or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed. “Sanctions Laws and Regulations” means any sanctions or related requirements imposed by the USA PATRIOT Act, the Executive Order No. 13224 of September 23, 2001, entitled Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), the U.S. International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 2 et seq.), the U.S. Syria Accountability and Lebanese Sovereignty Act, the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 or the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of 2012, all as amended, or any of the foreign assets control regulations (including but not limited to 31 C.F.R., Subtitle B, Chapter V, as amended) or any other law or executive order relating thereto administered by the U.S. Department of the Treasury Office of Foreign Assets Control or the U.S. Department of State enacted in the United States after the Closing Date. “Sched...
Restricted Disposition means (a) any Disposition or series of related Dispositions by one or more holders of Common Stock of amounts of Common Stock that in the aggregate constitute more than 50% of the issued and outstanding shares of Common Stock, provided that, in calculating such aggregate amount, Dispositions by the Advent Entities, Clifford Friedland and his Family Donees (the "Friedland Group") and David Glassman and his Family Donees (the "Glassman Group") shall not be considered, (b) any Disposition of any Common Stock by any member of the Friedland Group or by any member of the Glassman Group which results or would result in each of the Friedland Group and the Glassman Group beneficially owning less than 50% of the amount (adjusted as appropriate to reflect stock splits, stock dividends, combinations, reorganizations and reclassifications) of Common Stock beneficially owned by each such Group as of the Issue Date, or (c) any Disposition or series of related Dispositions by one or more holders of Common Stock of amounts of Common Stock that in the aggregate constitute more than 50% of the issued and outstanding shares of Common Stock, and which results in either the Friedland Group or the Glassman Group beneficially owning less than 50% of the amount (adjusted as appropriate to reflect stock splits, stock dividends, combinations, reorganizations and reclassifications) of Common Stock owned by the Friedland Group or the Glassman Group, as the case may be, as of the Issue Date.
Restricted Disposition means a sale, lease, conveyance or other disposition outside the ordinary course of business (including by merger, consolidation, spin-off or split-off), but excluding any sale to the extent the consideration therefor consists of cash, cash equivalents and notes and other installment payment obligations and the Company complies with the provisions of Section 2.03(b) with respect to any such disposition (to the extent applicable).
Restricted Disposition has the meaning specified in Section 2.05(b)(vi). “Restricted Investment” means any Investment other than a Permitted Investment. “Restricted Payment” has the meaning specified in Section 7.06(a). “Restricted Subsidiary” means any Subsidiary of Holdings other than an Unrestricted Subsidiary. “Retained Declined Proceeds” has the meaning specified in Section 2.05(b)(v). “Revolving Credit Borrowing” means a borrowing consisting of Revolving Credit Loans of the same Class, Type and currency, made, converted or continued on the same date and, in the case of Eurocurrency RateTerm Benchmark Loans, as to which a single Interest Period is in effect. “Revolving Credit Commitment” means with respect to each Lender, the commitment, if any, of such Lender to make Revolving Credit Loans and to acquire participations in Letters of Credit, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) increased from time to time pursuant to Section 2.14. The initial amount of each Lender’s Revolving Credit Commitment on the Amendment No. 15 Effective Date is set forth in the fourth column on Schedule 2.01(B) of this AgreementA to Amendment No. 5, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Credit Commitment, as the case may be. The initial aggregate amount of the Lenders’ Revolving Credit Commitments on the Amendment No. 15 Effective Date is $100150 million. “Revolving Credit Commitment Increase” has the meaning specified in Section 2.14(a) 86 #95598837v24