Assignment and Transfer definition
Assignment and Transfer means an assignment and transfer entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Agent, in the form of Exhibit E or any other form approved by the Agent.
Assignment and Transfer means an assignment and transfer in the form attached hereto as Exhibit J assigning all or a portion of a Lender's interests, rights and obligations under this Agreement pursuant to Section 13.1.
Assignment and Transfer means an assignment and transfer, substantially in the form of EXHIBIT G hereto, assigning all or a portion of a Lender's interests, rights and obligations under this Agreement pursuant to SECTION 13.1.
Examples of Assignment and Transfer in a sentence
No transfer of any Note prior to the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.
No transfer of any Note will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.
Notwithstanding the foregoing, any request to transfer the Warrant must be accompanied by the Form of Assignment and Transfer attached hereto as Schedule 2 executed by the Warrant Holder.
Each Security will also bear the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer.
Each tendering Shareholder must insert in the Agreement of Assignment and Transfer the Shareholder’s taxpayer identification number or social security number in the space provided on the front of the Agreement of Assignment and Transfer.
More Definitions of Assignment and Transfer
Assignment and Transfer. AGREEMENT shall mean the Assignment and Transfer Agreement in the form of EXHIBIT C hereto. AVAILABILITY shall mean, as to the Company, at any date of determination the excess of (a) the sum of (i) 85% of the Eligible Domestic Accounts Receivable of the Company and (ii) the lesser of (A) $2,000,000 or (B) 75% of the Eligible Foreign Accounts Receivable of the Company and (iii) the lesser of (A) $10,000,000 or (B) the sum of (I) 80% of the Eligible Premium Inventory of the Company and (II) 50% of the Eligible Non-Premium Inventory of the Company, OVER (b) the sum of (i) the outstanding aggregate amount of all Revolving Loan as of any such date and (ii) the amount of the Availability Reserve. AVAILABILITY RESERVE shall mean, as to the Company, the sum of three (3) months rental payments on all of its leased premises for which it has not delivered to the Agent a landlord's waiver (in form and substance reasonably satisfactory to the Agent), provided that such amount shall be adjusted from time to time hereafter upon (a) delivery to the Agent of any such acceptable waiver, (b) the opening or closing of a Collateral location and/or (c) any material change in rental payments. BUSINESS DAY shall mean any day that the Agent is open for business in New York, New York, which is not (a) a Saturday, Sunday or legal holiday in the state of New York or (b) a day on which banking institution chartered by the state of New York or the United States are legally required to close. CAPITAL EXPENDITURES for any period shall mean the aggregate of all expenditures of the Company during such period that in conformity with GAAP are required to be included in or reflected by the property, plant or equipment or similar fixed asset account reflected in the balance sheet of the Company, including the principal portion of all lease obligations required to be capitalized under GAAP. CAPITAL IMPROVEMENTS shall mean operating Equipment and facilities (other than land) acquired or installed for use in the Company's business operations. CAPITAL LEASE shall mean any lease of property (whether real, personal or mixed) which, in conformity with GAAP, is accounted for as a capital lease or a Capital Expenditure on the balance sheet of the Company. CHASE BANK RATE shall mean the rate of interest per annum announced by Chase Manhattan Bank from time to time as its prime rate in effect at its principal office in the City of New York. Such prime rate is not intended to be the lowest rate of interes...
Assignment and Transfer. AGREEMENT shall mean an Assignment and Transfer Agreement substantially in the form of Exhibit E hereto, pursuant to which a Lender assigns and a Transferee assumes rights and obligations in accordance with Section 9, paragraph 13(a) of this Financing Agreement.
Assignment and Transfer. Agreement shall mean the Assignment and Transfer Agreement in the form of Exhibit A attached hereto.
Assignment and Transfer. AGREEMENT shall mean the Assignment and Transfer Agreement in the form of Exhibit D hereto. AVAILABILITY shall mean at any time the amount by which: (a) the Borrowing Base exceeds (b) the outstanding aggregate amount of all Obligations, including without limitation, all Obligations with respect to Revolving Loans and Letters of Credit, but excluding the Term Loan. AVAILABILITY RESERVE shall mean the sum of: (a) the Minimum Availability Reserve; (b) (i) three (3) months rental payments or similar charges for any of any Company's leased premises or other Collateral locations for which such Company has not delivered to the Agent a landlord's waiver in form and substance reasonably satisfactory to the Agent, plus (ii) three (3) months estimated payments plus any other fees or charges owing by such Company to any applicable warehousemen or third party processor (as determined by the Agent in its reasonable business judgment), provided that any of the foregoing amounts shall be adjusted from time to time hereafter upon (x) delivery to the Agent of any such acceptable waiver, (y) the opening or closing of a Collateral location and/or (z) any change in the amount of rental, storage or processor payments or similar charges; (c) that portion of the Obligations constituting any Borrower's obligation to reimburse the Lenders for all amounts paid by any Lender under or with respect to any Letter of Credit or Letter of Credit Guaranty; (d) any reserve which the Agent, based on such credit, collateral and other considerations customarily taken into account by the Agent in making such determination, may require from time to time pursuant to this Financing Agreement, including without limitation, (x) negative forecasts and/or trends in such Company's business, industry, prospects, profits, operations or financial condition or (y) other issues, circumstances or facts that could otherwise negatively impact such Company, its business, prospects, profits, operations, industry, financial condition or assets; and (e) the Foreign Account Reserve.
Assignment and Transfer. Agreement shall mean the Assignment and Transfer Agreement in the form of Exhibit B hereto. Availability shall mean at any time the excess of the lesser of (a) the Borrowing Base or (b) $50,000,000, over the sum of (x) the outstanding aggregate amount of all Obligations, including without limitation, all Obligations with respect to Revolving Loans and Letters of Credit and (y) the Availability Reserve. Availability Reserve shall mean an amount equal to any (a) delinquent sales taxes, (b) delinquent rental payments for the Company's leased premises, and (c) such other reserves as the Agent deems necessary in its commercially reasonable judgment as a result of (i) negative forecasts and/or trends in the Company's business, profits, operations or financial condition that could reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole or (ii) other issues, circumstances, or facts that could otherwise reasonably be expected to negatively impact the Company, it's business, profits, operations, financial condition or assets. Borrowing Base shall mean the sum of (a) eighty-five percent (85%) of the outstanding Eligible Accounts Receivable of the Company plus (b) the aggregate value of Eligible Inventory (including Eligible In-Transit Inventory) determined at the lower of cost or market on a first-in, first-out basis multiplied by the Inventory Advance Percentage; provided that in no event shall advances against Eligible In-Transit Inventory exceed the lesser of (A) $5,000,000, or (B) forty percent (40%) of the aggregate value of Eligible Inventory. Business Day shall mean any day on which both the Agent and The Chase Manhattan Bank are open for business. Capital Lease shall mean any lease of property (whether real, personal or mixed) which, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of the Company. Chase Manhattan Rate shall mean the rate of interest per annum announced by The Chase Manhattan Bank from time to time as its prime rate in effect at its principal office in the City of New York. (The prime rate is not intended to be the lowest rate of interest charged by The Chase Manhattan Bank to its borrowers).
Assignment and Transfer. AGREEMENT shall mean the Assignment and Transfer Agreement in the form of Exhibit A attached hereto. AVAILABILITY RESERVE shall mean an amount equal to, without duplication, the sum of: