Sale of a Guarantor definition

Sale of a Guarantor means (1) any Asset Sale to the extent involving a sale, lease, conveyance or other disposition of a majority of the Capital Stock of a Guarantor or (2) the issuance of Equity Interests by a Guarantor, other than (a) an issuance of Equity Interests by a Guarantor to the Company or another Guarantor and (b) an issuance of directors’ qualifying shares.
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Sale of a Guarantor means (1) any Asset Sale involving a sale, lease, conveyance or other disposition of the Capital Stock of a Guarantor or (2) the issuance of Equity Interests by a Guarantor, other than (a) an issuance of Equity Interests by a Guarantor to the Company or another Restricted Subsidiary of the Company, and (b) directors’ qualifying shares.
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Sale of a Guarantor means any Asset Sale involving a sale or other disposition of the Capital Stock of a Guarantor.
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Examples of Sale of a Guarantor in a sentence

  • For the purposes of this Section 4.10(a), in the event of any Sale of a Guarantor, the applicable Guarantor will be deemed to have engaged in a sale of the assets of such Guarantor and its Subsidiaries that are Guarantors (including, in the case of the portion of the Net Proceeds therefrom allocable to the Primary Notes Collateral under the definition of “Net Proceeds,” a Sale of Primary Notes Collateral).


More Definitions of Sale of a Guarantor

Sale of a Guarantor means any Asset Sale involving a sale or other disposition of Capital Stock of a Guarantor.
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Sale of a Guarantor means (i) any merger or consolidation of, or any ------------------- sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets of, any of Xxxxxxx Empress, Xxxxxxx Leasing, or any Additional Guarantor in each case on a consolidated basis, in one transaction or a series of related transactions; or (ii) during any period of 12 consecutive months after the Issue Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of Xxxxxxx Empress, Xxxxxxx Leasing, or any Additional Guarantor (together with any new directors whose election by such Board or whose election by the stockholders of Xxxxxxx Empress, Xxxxxxx Leasing or such Additional Guarantor was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the Board of Directors of Xxxxxxx Empress, Xxxxxxx Leasing, or such Additional Guarantor then in office, as applicable. Notwithstanding the foregoing, a Sale of a Guarantor with respect to Xxxxxxx Empress, Xxxxxxx Leasing or any Additional Guarantor shall not have been deemed to have occurred if immediately after giving effect to the transaction giving rise to a Sale of a Guarantor, (i) at least fifty-one percent (51%) of the outstanding capital stock of the Guarantor which was a party to such transaction is beneficially owned, directly or indirectly, by the Excluded Persons immediately after the consummation of such transaction, (ii) a majority of the members of the Board of Directors of such Guarantor prior to such Sale of a Guarantor constitute at least a majority of the Board of Directors of the surviving or transferee entity immediately after the consummation of such transaction, and (iii) the Consolidated Net Worth of the Guarantor which was a party to such transaction on a pro forma basis is at least --- ----- equal to the Consolidated Net Worth of such Guarantor immediately prior to such transaction.
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Sale of a Guarantor means (1) any Asset Sale to the extent involving a sale, lease, conveyance or other disposition of the Capital Stock of a Guarantor or (2) the issuance of Equity Interests by a Guarantor, other than (a) an issuance of Equity Interests by a Guarantor to the Company or another Restricted Subsidiary of the Company, (b) directors’ qualifying shares, or (c) Investments by foreign nationals mandated by applicable law. INDENTURE
Sample 1
Sale of a Guarantor means (i) any merger or consolidation of, or any ------------------- sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets of, any of Xxxxxxx Empress, Xxxxxxx Leasing, or any Additional Guarantor in each case on a consolidated basis, in one transaction or a series of related transactions; or (ii) during any period of 12 consecutive months after the Issue Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of Xxxxxxx Empress, Xxxxxxx Leasing, or any Additional Guarantor (together with any new directors whose election by such Board or whose election by the stockholders of Xxxxxxx Empress, Xxxxxxx Leasing or such Additional Guarantor was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the Board of Directors of Xxxxxxx Empress, Xxxxxxx Leasing, or such Additional Guarantor then in office, as applicable. Notwithstanding the foregoing, a Sale of a Guarantor with respect to ----------------------------- Xxxxxxx Leasing shall not have been deemed to have occurred as long as thereafter a Casino remains in operation by either Xxxxxxx Empress or Xxxxxxx Leasing at the Xxxxxxx Facility.
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Related to Sale of a Guarantor

  • U.S. Subsidiary Guarantor means each U.S. Subsidiary which has executed and delivered to the U.S. Administrative Agent the U.S. Subsidiary Guaranty (or a supplement thereto).

  • U.S. Guarantor means a Guarantor whose jurisdiction of organisation is a state of the United States of America or the District of Columbia.

  • Canadian Subsidiary Guarantor each Canadian Subsidiary of any Canadian Borrower which executes and delivers the Canadian Guarantee and Collateral Agreement, in each case, unless and until such time as the respective Canadian Subsidiary Guarantor ceases to constitute a Canadian Subsidiary of the Parent Borrower or is released from all of its obligations under the Canadian Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.

  • Guarantor means any one of them.

  • Specified Guarantor means any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 11.12).

  • Subsidiary Guarantor means, collectively, the Subsidiaries of the Borrower that are Guarantors.

  • Foreign Guarantor means any Guarantor that is not organized under the laws of the United States or any jurisdiction within the United States.

  • Non-Guarantor Restricted Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Non-Guarantor means any Restricted Subsidiary that is not a Guarantor.

  • Non-Guarantor Subsidiary means any Subsidiary of the Borrower that is not a Subsidiary Guarantor.

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Additional Subsidiary Guarantor means each Person that becomes a Subsidiary Guarantor after the Closing Date by execution of an Accession Agreement as provided in Section 6.12.

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit I, made by the Subsidiary Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties.

  • Subsidiary Guaranty Agreement means each unconditional guaranty agreement executed by the Subsidiary Guarantors in favor of the Administrative Agent for the ratable benefit of the Secured Parties, substantially in the form of Exhibit H, as amended, restated, supplemented or otherwise modified from time to time.

  • Original Guarantor means the Persons identified as such in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter each such successor Person shall be an “Original Guarantor”.

  • Subsidiary Guaranty means, collectively, the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-2, together with each other Guaranty and Guaranty supplement delivered pursuant to Section 6.12.

  • Limited Guarantor With respect to any Series (or Class within such Series), a Person specified in the related Supplement as providing a guarantee or insurance policy or other credit enhancement supporting the distributions in respect of such Series (or Class within such Series) as and to the extent specified in such Supplement.

  • Permitted SBIC Guarantee means a guarantee by the Borrower of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form, provided that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in clause (s) of Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).

  • Guarantee means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

  • Wholly Owned Subsidiary Guarantor any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

  • Swap Guarantor If so specified in the Supplement with respect to any Series, the guarantor specified as such in such Supplement.

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

  • Subsidiary Guaranties means the Domestic Subsidiary Guaranty and each Foreign Subsidiary Guaranty.

  • Qualified borrower means any borrower that is a sponsoring entity that has a controlling interest in the real property that is financed by a qualified loan. A controlling interest includes, but is not limited to, a controlling interest in the general partner of a limited partnership that owns the real property.

  • Canadian Guarantor means any Guarantor that is a Canadian Subsidiary.

  • Parent Guarantor has the meaning specified in the recital of parties to this Agreement.