Asset Transfers. The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.
Asset Transfers. (a) Each of the Company and the Subsidiary Guarantors will grant to the Collateral Agent a first priority, perfected security interest (subject to any Liens thereon which are permitted to encumber the relevant asset pursuant to Section 11.3) in all properties and assets (whether tangible or intangible) of a type that constitutes Collateral under any Security Document to which the Company or any Subsidiary Guarantor is a party which are sold, transferred, conveyed or otherwise distributed to the Company or any such Subsidiary Guarantor (including, without limitation, by way of merger or consolidation) from any Subsidiary of the Company simultaneously with the effectiveness of such sale, transfer, conveyance or other distribution.
Asset Transfers. The Borrower will not, and will not permit any Non-AEPLP Restricted Subsidiary to, directly or indirectly, sell, lease, convey or otherwise transfer, directly or indirectly, any of its assets to AEPLP or any Subsidiary of AEPLP, including by way of a Sale and Lease-Back Transaction (each, a “Transfer”), except that:
Asset Transfers. Promptly, and in any event within one (1) day following the occurrence of any Asset Disposition, CBI or Atcon, as the case may be, shall prepay the Loans (in the case of CBI) or the Term B Loans (in the case of Atcon) in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition (any such prepayment under this Section 2.3(b)(iii) to be applied, subject to Section 4.8(c), as set forth in clause (vi) below). Promptly, and in any event within one (1) day following the occurrence of any Specified Asset Disposition, CBI or Atcon, as the case may be, shall prepay the Loans (in the case of CBI) or the Term B Loans (in the case of Atcon) in an aggregate amount equal to the greater of (a) seventy-five percent (75%) of the Net Cash Proceeds of such Specified Asset Disposition or (b) the amount set forth opposite the description of the applicable assets on Schedule 9.3 (any such prepayment under this Section 2.3(b)(iii) to be applied, subject to Section 4.8(c), as set forth in clause (vi) below).
Asset Transfers. The Company shall not transfer, sell, convey, use as collateral or otherwise dispose of any of its material assets to any Subsidiary or affiliate except for a cash or cash equivalent consideration and for a proper business purpose, while any of the Notes are outstanding, without written consent from the Purchaser.
Asset Transfers. Borrower will not permit any Guarantor to sell, transfer or otherwise convey any of its assets other than:
Asset Transfers. Immediately after the Effective Time, upon the terms and subject to the conditions set forth in the Asset Transfer Agreement, the Company, NewCo and Parent and their respective Subsidiaries shall consummate the Asset Transfers concurrent with the acquisition of Shares referred to in Section 5.1(b).
Asset Transfers. (i) Effective on or around the Pension Spin-Off Date, assets, in such form as the administrator of the Ashland Hercules Pension Plan determined in its sole discretion, in an amount (the “Initial CHPP Transfer Amount”) equal to the product of (1) a reasonable estimate of the Section 414(l) Amount and (2) 0.80, as determined by an enrolled actuary selected by Ashland Global in its sole discretion (the “Actuary”), were transferred from the Ashland Hercules Pension Plan Trust to the CHPP Trust.
Asset Transfers. The provisions of this Agreement for the transfer of assets from certain trusts relating to Alltel employee benefit plans to the corresponding trusts relating to Spinco employee benefit plans are based upon the understanding of the parties that each such Spinco employee benefit plan will assume the corresponding liabilities from the Alltel employee benefit plan relating to the Spinco Employees and Spinco Individuals, as provided for in this Agreement.
Asset Transfers. Parent Transferring Owned Property conveyed to SpinCo Group. Parent shall convey or cause its applicable Subsidiary to convey each of the Parent Transferring Owned Properties (together with all improvements thereon and all rights and easements appurtenant thereto and fixtures and fittings and all personal property except any Excluded Personal Property) to SpinCo or its applicable Subsidiary, subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation Agreement and the Ancillary Agreements. The Actual Completion Date shall be on or before the Real Estate Separation Date. Such properties will be identified on Schedule 1.01(d) of the Separation Agreement as “SpinCo as Grantee: Intercompany Deeds”.
