Specified Disposition definition

Specified Disposition means any disposition of all or substantially all of the assets or Capital Stock of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

Specified Disposition means any sale, transfer or other disposition, or series of related sales, transfers or other dispositions (other than (x) in the ordinary course of business or (y) among Holdings, the Borrower and the Restricted Subsidiaries), (a) that involves assets comprising all or substantially all of an operating unit of a business or common Equity Interests of any Person, in each case owned by any Restricted Company and (b) the total consideration in respect of which exceeds $5,000,000.

Specified Disposition means the sale by FE or any Borrower, directly or indirectly, of up to 20% of the issued and outstanding voting equity in any of its Significant Subsidiaries (solely with respect to FE, as such term is defined in the Parent Credit Agreement) at the time of such disposition, and for which such Borrower and FE shall have received all necessary and applicable Governmental Action.

Examples of Specified Disposition in a sentence

• Neither Borrower will, nor will it permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction, except to the extent such Sale/Leaseback Transaction is entered into in connection with a Specified Disposition.

• When calculating Consolidated EBITDA or Consolidated Interest Charges for any period in order to determine compliance with the financial maintenance covenants set forth in Section 7.11 or in order to determine the Applicable Rate, such calculations shall be made on a Pro Forma Basis with respect to each Permitted Acquisition or Specified Disposition that occurred during such period.

• Each of the Holders agrees and acknowledges that the transferees party to the Specified Disposition may enforce the obligations of each of the Holders hereunder.

• Subject to the satisfaction of the conditions precedent specified in Section 5 below, effective as of the Consent Effective Date, notwithstanding anything to the contrary in Section 7.02(c)(ii) of the Financing Agreement, the Required Lenders hereby consent to the Specified Disposition (the foregoing consent, the “Specified Consent”).

• The original letter agreement concerning certain of the matters covered hereby was originally executed and delivered coincident with the filing of the Shares Registration and such letter agreement was amended and restated through this document, principally to revise certain terms in light of the "Specified Disposition" by Holders on November 20, 2003, as set forth in Annex I.

More Definitions of Specified Disposition

Specified Disposition means any Disposition referred to in clause (a) of the definition of Subject Disposition, to the extent a material amount of Property is disposed of in such Disposition.

Specified Disposition means any disposition of all or substantially all of the assets or Equity Interests of any Restricted Subsidiary of the Borrower or any division, business unit, product line or line of business.

Specified Disposition means (a) any Disposition having gross sales proceeds equal to or greater than $50,000,000 or (b) any other Disposition designed as a “Specified Disposition” by the Borrower in the applicable Compliance Certificate.

Specified Disposition means a Disposition of assets or entities or operating lines or divisions for a purchase price of not less than $25,000,000.

Specified Disposition means any Asset Disposition (other than pursuant to Sections 9.5(a) through 9.5(p)) having gross sales proceeds in excess of $5,000,000.

Specified Disposition means any sale, transfer or other disposition, or series of related sales, transfers or other dispositions (other than (x) in the ordinary course of business or (y) among Restricted Companies), (a) that involves assets comprising all or substantially all of an operating unit of a business or common Equity Interests of any Person, in each case owned by any Restricted Company and (b) that, at the time of such disposition, represents more than 5% of the Consolidated EBITDA of the Restricted Companies; provided that at the discretion of the Company, any such disposition that meets the criteria set forth in clause (a) above but not the criteria set forth in clause (b) above may be deemed to be a Specified Disposition for purposes of calculations made on a Pro Forma Basis.

Specified Disposition means any sale, transfer or other Disposition of all or substantially all of the Equity Interests of any Subsidiary or of any business unit, line of business or division of the Company or any Subsidiary (including the termination of activities constituting a business) or any other sale, transfer or other Disposition that results in a Person ceasing to be a Subsidiary.