Core Asset Sale definition

Core Asset Sale means the sale, license, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) by the Borrower to any Person (other than the Borrower) of any SCO assets other than Borrower’s rights in the Litigation and the Litigation Proceeds and other than SCO’s Non-Core Assets, as defined herein.
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Core Asset Sale. (as defined in Section 5.18) has closed on or prior to the Effective Time, the holder of each share of Stel Common Stock shall have the right to receive for each share of Stel Common Stock, an additional fraction of a share (the "Contingent Value Ratio") of fully paid and nonassessable Newbridge Common Stock as is determined using the following formula: [B + C - D + E] [-------------] divided by V SS where,
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Core Asset Sale means an Asset Sale involving the assets or Capital Stock of the Lake Erie Steel Business, the Hxxxxxxx Xxxxx Business, the Lake Erie Coke Business or the Hxxxxxxx Coke Business.
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Examples of Core Asset Sale in a sentence

  • Estimates of the timing are as follows: • DOCAs: Q4 2021 (date at which the Holdco Facilities are issued)• Core Asset Sale Scenario: H1 2023 (sale completion date)• Liquidation: H2 2022We have used FY22 EBITDA numbers for the estimated returns in respect to the DOCAs (see section 7).

  • That Core Asset Sale, which included the assets that the Bankruptcy Court determined were related to the Agreements closed in March 2016.

  • The f irst of these is a balance sheet Restructuring, reorganisation, or compromise of the liabilities of the Group (a ‘Reorganisation’), which would be achieved largely via the DOCAs and the second, to be undertaken if the Reorganisation fails is a Core Asset Sale Scenario marketing process.

  • Sale of Core BusinessWe have engaged Perella Weinberg UK Limited (“PWP”) to provide financial advice in respect to a potential Core Asset Sale Scenario.

  • THE PROPOSALIt is proposed to install an additional extractor fan and flue to enable the take-away premises to be sub-divided and create an additional take-away.

  • Appellant did not seek a stay of the underlying Core Asset Sale pending appeal in either the Bankruptcy Court or this court.

  • This would provide cash returns to creditors in an amount likely to be lower than the value returned under the DOCAs or the Core Asset Sale Scenario.

  • It alleged that petitioner had willfully violated Chapter 44 of Title 18, United States Code.

  • A Core Asset Sale Scenario would likely be more time consuming and complex than the transfer envisaged under the DOCAs, and would likely be perceived as distressed, therefore, leading to lower recoveries for creditors in the form of the cash generated from such a sale.

  • Soon after briefing was completed, this court ordered the parties to address whether this appeal was mooted by the Core Asset Sale that took place on or about March 31, 2016.6 (Doc.


More Definitions of Core Asset Sale

Core Asset Sale means an Asset Sale involving the properties or Capital Stock of the Lake Erie Steel Business, the Xxxxxxxx Xxxxx Business, the Lake Erie Coke Business or the Xxxxxxxx Coke Business.
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Related to Core Asset Sale

  • Asset Sale means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Excluded Asset Disposition means an Asset Disposition permitted pursuant to Section 7.05 other than Asset Dispositions pursuant to Sections 7.05(vii), (xiii), and (xv).

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.

  • Permitted Asset Dispositions means the following Asset Dispositions, provided, however, that at the time of such Asset Disposition, no Default or Event of Default exists or would result from such Asset Disposition:

  • Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 50% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company shall be based on fair market value, as determined by a majority of the members of the Incumbent Board;

  • Prepayment Asset Sale means any Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 6.07(h).

  • Asset Sales means any sale, transfer, lease, license, sale and leaseback or other disposition of property (including pursuant to a casualty event or condemnation proceeding).

  • from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Borrower or a Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 10.4.

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Significant Asset Sale means the sale, transfer, lease or other disposition by Holdings or any Subsidiary to any person other than the Borrower or a Subsidiary Guarantor of all or substantially all of the assets of, or a majority of the Equity Interests in, a person, or a division or line of business or other business unit of a person.

  • Collateral Disposition means (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person (it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital Stock of the Borrower or (ii) any Event of Loss of the Vessel.

  • Foreign Casualty Event has the meaning specified in Section 2.05(b)(vii).

  • Recovery Event any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined in accordance with GAAP in good faith by a Responsible Officer, without intercompany eliminations.

  • Asset Disposition means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of

  • Final disposition means the burial, interment, cremation, removal from the state, or other disposition of a dead body or fetus.

  • Disposition Date shall have the meaning ascribed thereto in Subsection 5.1(d);

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Casualty Event means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, an amount equal to (i) cash payments (including any cash received by way of release from escrow or deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings, any Borrower or any of the Restricted Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) sales, transfer, income, gains or other taxes payable (or estimated in good faith by Holdings to become payable) in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans, any Junior Financing, any Credit Agreement Refinancing Indebtedness or any First Lien Indebtedness) that is secured by a Lien on the Equity Interests or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (a) above) (x) related to any of the applicable assets and (y) retained by the Borrowers or applicable Restricted Subsidiary, including, without limitation, pension and other post-employment benefit liabilities related to environmental matters or for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings, any Borrower or any of the Restricted Subsidiaries in connection with such Asset Sale; provided, upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds, (d) the out of pocket expenses, costs and fees incurred with respect to legal, investment banking, brokerage, advisor and accounting and other professional fees, sales commissions and disbursements, survey costs, title insurance premiums and related search and recording charges, in each case actually incurred in connection with such sale or disposition and payable to a Person that is not an Affiliate of Holdings, (e) in the case of any Asset Sale by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Asset Sale Proceeds thereof (calculated without regard to this clause (e)) attributable to minority interests and not available for distribution to or for the account of any Borrower or a wholly-owned Restricted Subsidiary as a result thereof and (f) in the case of any such cash payments received (or subsequently received) by any Foreign Subsidiary, any taxes that would be payable (or estimated in good faith by Holdings to become payable) in connection with the repatriation of such cash proceeds to any Borrower or any Guarantor Subsidiary.

  • Permitted Sale-Leaseback Transactions means any sale or transfer by the Company or any of its Restricted Subsidiaries of any Principal Property owned by the Company or any of its Restricted Subsidiaries with the intention of taking back a lease thereof; provided, however, that “Permitted Sale-Leaseback Transactions” shall not include any such transaction involving machinery and/or equipment (excluding any lease for a temporary period of not more than thirty-six months with the intent that the use of the subject machinery and/or equipment will be discontinued at or before the expiration of such period) relating to facilities (a) in full operation for more than 180 days as of the date of this Supplemental Indenture and (b) that are material to the business of the Company and its Subsidiaries, taken as a whole, to the extent that the aggregate Attributable Value of the machinery and/or equipment from time to time involved in such transactions (giving effect to payment in full under any such transaction and excluding the Applied Amounts, as defined in the following sentence), plus the amount of obligations and Indebtedness from time to time secured by Liens incurred under Section 6.1(18), exceeds the greater of (i) $1,000 million and (ii) 15.0% of Net Worth as determined at the time of, and immediately after giving effect to, the incurrence of such transactions based on the balance sheet for the end of the most recent quarter for which financial statements are available (such greater amount, the “Applicable Threshold”). For purposes of this definition, “Applied Amounts” means an amount (which may be conclusively determined by the Board of Directors of the Company) equal to the greater of (i) capitalized rent with respect to the applicable machinery and/or equipment and (ii) the fair value of the applicable machinery and/or equipment, that is applied within 180 days of the applicable transaction or transactions to repayment of the Notes or to the repayment of any indebtedness for borrowed money which, in accordance with GAAP, is classified as long-term debt and that is on parity with the Notes.