Prepayment Transaction definition

Prepayment Transaction means any repayment, refinancing, substitution or replacement, in whole or in part, of principal of outstanding Term Loans, directly or indirectly, from the net proceeds of any Indebtedness of Holdings, the Borrower or any of their Subsidiaries, including, without limitation, as may be effected through any other new or additional loans under this Agreement or by an amendment of any provisions of this Agreement (including pursuant to Section 9.09(f)), including any replacement of a Non-Consenting Lender in connection with a required assignment pursuant to Section 2.19.
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Prepayment Transaction is defined in SECTION 2.06.
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Prepayment Transaction means the receipt by either Constituent Company or any Subsidiary of (i) Net Proceeds from any Asset Sale or (ii) cash proceeds from any incurrence of any Indebtedness (including the cash proceeds of any refinancing of existing Indebtedness but excluding Excluded Prepayment Debt) or any Equity Issuance (other than, if both at the time of such Equity Issuance and after giving effect to the purchase of Reinvestment Assets (or escrow deposits, if applicable, as described below), Availability (to the extent available to be drawn in accordance with the Bank Credit Agreement as in effect on the First Amendment Date) is equal to or greater than $250,000,000, and the proceeds of such Equity Issuances are applied within 10 Business Days of the receipt thereof to (or held inthe purchase of Reinvestment Assets (or as an escrow deposit with a third party escrow agent for no more than 90 days (which period may be extended for up to 60 additional days with the prior written consent of the Required Holders, which consent shall not be unreasonably withheld) prior to) the purchase of Reinvestment Assets)), net of, in the case of this clause (ii), underwriting discounts and commissions and ​ ​ ​ other reasonable costs and expenses associated therewith (to the extent not paid to an Affiliate of the Parent Guarantor, the Issuer or its Subsidiaries), including reasonable legal fees and expenses. Notwithstanding anything to the contrary contained in this Agreement, on one occasion only, the Net Proceeds from the sale of the Property known as Renaissance LAX shall not be required to be prepaid pursuant to this Section 9.14, or pursuant to any other Section of this Agreement, to the extent (and only to the extent) that, on the next available prepayment date following such sale of the Property known as Renaissance LAX, (1) all of such Net Proceeds are applied to repay the loan secured by the mortgage on the Property known as Renaissance DC, (2) the owner of the Property known as Renaissance Washington D.C. (which Property was subject to such mortgage) becomes a Subsidiary Guarantor in accordance with Section 9.9 and such Property becomes an Unencumbered Property and (3) if and to the extent that the Security Trigger Date has occurred, the Equity Interests of Xxxxxxxx X0, LLC (and each other Subsidiary of the Issuer (other than an Excluded Equity Issuer) that directly or indirectly owns the Property known as Renaissance Washington D.C.) are pledged to secure the Obligations and the...
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Examples of Prepayment Transaction in a sentence

  • Such amounts shall be due and payable on the date of effectiveness of such Prepayment Transaction.

  • The Issuer will, not later than three Business Days after the occurrence of a Prepayment Transaction (or, in the case of any Prepayment Transaction occurring prior to the First Amendment Date, on the First Amendment Date), give a notice of such Prepayment Transaction to each holder of Notes.

  • Board and TVA have agreed to make a one-time adjustment, pursuant to Section 5 of the Commitment Agreement, of the Monthly Savings under Supplement No. 95 in order to preserve the economics of the Prepayment Transaction, as well as to adjust certain other terms and/or figures under Supplement No. 95, as provided herein.

  • In the event that (a) the DBP II Seller has prepaid the Assumed Loan as contemplated above and (b) a Purchaser Default occurs, then (in addition to, and not in lieu of, the right of the Sellers to terminate the Agreement and receive the Xxxxxxx Money Deposit pursuant to Section 9.1 of the Agreement) the Purchaser shall also reimburse the DBP II Seller for the Prepayment Transaction V First Amendment to Purchase and Sale Agreement 3 Penalty incurred by the DBP II Seller in connection with such prepayment.

  • In connection with the Prepayment Transaction, the Lenders hereby agree to waive the application of the provisions in Section 2.06(c) and Section 2.13 of the Credit Agreement requiring a pro-rata reduction in the Applicable Revolving Credit Percentages of each Lender and a pro-rata sharing of payments made by the Borrowers, respectively.

  • In order to implement the Prepayment Transaction, and subject to the terms of this agreement, Board and TVA have executed as of even date a supplement to the Power Contract in substantially the form of Attachment A hereto (the Supplement).

  • At any time prior to the execution of the bond purchase agreement for the issuance by the Municipality for the benefit of the Board of Bonds for the Prepayment Transaction, either Board or TVA may request a one-time adjustment of the Monthly Savings under the Supplement in order to preserve the economics of the Prepayment Transaction.

  • If requested, TVA may make any records it has with respect to the Prepayment Transaction available to the U.S. General Accounting Office or other governmental body with a legitimate interest in such transaction.

  • The Company will, not later than two Business Days after the occurrence of a Prepayment Transaction, give a notice thereof to each holder of Notes.

  • Board and TVA have agreed in principle to implement a transaction under which the Municipality will issue for the benefit of the Board the Bonds and use the proceeds thereby obtained to prepay $1,500,000,000 (one billion five hundred million dollars) of the costs it will incur under the Power Contract for a fifteen-year period (the Prepayment Transaction).


More Definitions of Prepayment Transaction

Prepayment Transaction has the meaning specified in Section 2.4(a).
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Prepayment Transaction means any repayment, refinancing, substitution or replacement, in whole or in part, of principal of outstanding Term Loans, directly or indirectly, from the net proceeds of any Indebtedness of Holdings, the Borrower or any of their Subsidiaries, including, without limitation, as may be effected through any other new or additional loans under this Agreement or by an amendment of any provisions of this Agreement (including pursuant to Section 9.09(f)), including any replacement of a Non-Consenting Lender in connection with a required assignment pursuant to Section 2.19. 2 Cross reference to be confirmed.
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Prepayment Transaction means the receipt by the Company or any Subsidiary of Net Cash Proceeds; provided that a Prepayment Transaction shall not be deemed to have occurred unless and until the aggregate amount of Net Cash Proceeds received after the Second Amendment Effective Date, less the amount of Net Cash Proceeds previously applied to prepay Indebtedness pursuant to this Section 9.13, is greater than or equal to $10,000,000.
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Prepayment Transaction means the receipt by either Constituent Company or any Subsidiary of (i) Net Proceeds from any Asset Sale or (ii) cash proceeds from any incurrence of any Indebtedness (including the cash proceeds of any refinancing of existing Indebtedness but excluding Excluded Prepayment Debt) or any Equity Issuance (other than, if both at the time of such Equity Issuance and after giving effect to the purchase of Reinvestment Assets, Availability (to the extent available to be drawn in accordance with the Bank Credit Agreement as in effect on the First Amendment Date) is equal to or greater than $250,000,000, and the proceeds of such Equity Issuances are applied within 10 Business Days of the receipt thereof to (or held in escrow with a third party escrow agent for no more than 90 days (which period may be extended for up to 60 additional days with the prior written consent of the Required Holders, which consent shall not be unreasonably withheld) prior to) the purchase of Reinvestment Assets), net of, in the case of this clause (ii), underwriting discounts and commissions and other reasonable costs and expenses associated therewith (to the extent not paid to an Affiliate of the Parent Guarantor, the Issuer or its Subsidiaries), including reasonable legal fees and expenses.
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Prepayment Transaction means, with respect to any Person, any indebtedness or monetary obligation owed to its customers, assumed or Guaranteed by such Person or any of its Subsidiaries, arising in the ordinary course of business in connection with the sale of goods or services for which the purchase price has been prepaid by such customer;
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Related to Prepayment Transaction

  • Payment Transaction means an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

  • Relevant Transaction has the meaning specified in Section 2.05(b)(ii).

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • Co-Investment Transaction means any transaction in which one or more Regulated Funds (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Significant Transaction means a transaction which meets any one of the tests below:

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

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Credit transaction means any transaction by the terms of which the repayment of money loaned or loan commitment made, or payment for goods, services, or properties sold or leased, is to be made at a future date or dates.

  • Rate Management Transaction means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s or a Parent Company’s common equity sold by the Borrower or a Parent Company substantially concurrently with a related Permitted Bond Hedge Transaction.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Document Transfer Event As defined in the Pooling and Servicing Agreement.

  • Retail installment transaction means retail installment transaction as defined in section 2 of the retail installment sales act, Act No. 224 of the Public Acts of 1966, being section 445.852 of the Michigan Compiled Laws.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

  • Mandatory Prepayment Amount for any Debentures shall equal the sum of (i) the greater of: (A) 130% of the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon, or (B) the principal amount of Debentures to be prepaid, plus all other accrued and unpaid interest hereon, divided by the Conversion Price on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of such Debentures.

  • Prepayment Amount means the amount required to prepay the Annual Special Tax obligation in full for an Assessor’s Parcel as described in Section G.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).