Egencia Disposition

Egencia Disposition. The sale, transfer or other disposition by the Company and its Subsidiaries to any Person that is not an Affiliate of the Company of all or substantially all of the business, assets, liabilities and operations of the Egencia Business, including any such disposition in the form of a sale or other disposition of the Equity Interests in Egencia or any other Egencia Business Subsidiary, to a purchaser identified in writing to the Lenders prior to the Third Amendment Effective Date, provided that... (a) no Default shall have occurred and be continuing at the time of entry into the agreement governing such sale, transfer or other disposition or would result from the consummation thereof, (b) such sale, transfer or other disposition shall be made for fair value, as determined in good faith by the board of the directors of the Company or a committee thereof, and (c) to the extent consideration therefor consists of cash, the Net Proceeds thereof shall be subject to clause (iv) (and, if a reduction and/or prepayment under such clause (iv) is required, clause (v)) of Section 6.08(l) as if such sale, transfer or other disposition was made in reliance on Section 6.08(l) View More