Disposition of Units Sample Clauses

Disposition of Units. At any time and from time to time prior to the expiration of the Lease Term, any Unit for which the provisions of Section 11.4(a) of the Lease has been satisfied may be disposed of in accordance with the provisions of Section 11.4(a) of the Lease, and the Owner Trustee shall, from time to time, direct the Indenture Trustee to, provided no Lease Event of Default shall have occurred and be continuing, execute and deliver to it, or as directed in writing by the Owner Trustee, an appropriate instrument furnished by the Owner Trustee or the Lessee releasing such Unit from the Lien of the Indenture, but only in respect of such Unit.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Disposition of Units. 7.1. General 7.2. Prohibited Dispositions 7.3. Permitted Dispositions
Sample 1Sample 2
Disposition of Units. Subject to the automatic early termination of this Agreement pursuant to Section 5 hereof, the Limited Partner agrees, for the period from the date hereof through the first to occur of the following: (i) the date on which the Merger is consummated, (ii) the date on which the Merger Agreement is terminated (or terminates by operation of its provisions) pursuant to Article VIII of the Merger Agreement, or (iii) the date on which the Company, orally or in writing, states to Parent or the Merger Sub its intention to terminate the Merger Agreement (such earliest period hereinafter referred to as the “Term”), that the Limited Partner, except as contemplated hereby, (a) will not directly or indirectly sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other agreement with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of any OP Units now owned or hereafter acquired by the Limited Partner, except for transfers approved in writing by Parent, (b) grant any proxies, deposit the OP Units into a voting trust or enter into a voting agreement with respect to any OP Units, or (c) take any action that would have the effect of preventing or disabling the Limited Partner from performing its obligations under this Agreement.
Sample 1Sample 2
Disposition of Units. A Non-Canadian Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition or deemed disposition of the Units (whether by way of sale, redemption, or capital distribution by the Fund in excess of the Non-Canadian Holder’s adjusted cost base) , unless, at the time of disposition, the Units are, or are deemed to be, “taxable Canadian property” (as defined in the Tax Act) to the Non-Canadian Holder and the gain is not exempt from tax pursuant to the terms of an applicable income tax convention between Canada and the country in which the Non-Canadian Holder is resident. Generally, the Units will not constitute taxable Canadian property to a Non-Canadian Holder at a particular time, unless at any particular time during the 60-month period that ends at that particular time:
Sample 1
Disposition of Units. In the event a Member sells or otherwise disposes of his Units in the Company during a particular Tax Year, profits and losses with respect to such Tax Year, shall be allocated among the persons who were holders of such Units during such year, in proportion to the number of days that each such holder was recognized as the owner on the records of the Company of such Units during such full year, without regard to the results of Company operations for the period of the year that the Units were actually held by the person selling or otherwise disposing of the Units, and without regard to the date, amount, or recipient of any distribution which may have been made with respect to such Units for the year of sale or other disposition.
Sample 1
Disposition of Units. At any time and from time to time, any Unit for which the provisions of Section 4.06(c) has been satisfied may be disposed of in accordance with the provisions of Section 4.06(c), and the Owner shall, from time to time, direct the Indenture Trustee to, provided no Event of Default shall have occurred and be continuing, execute and deliver to it, or as directed in writing by the Owner, an appropriate instrument furnished by the Owner releasing such Unit from the Lien of the Indenture, but only in respect of such Unit.
Sample 1
Disposition of Units. Secured Party shall not transfer all or any part of the Units or Security Fund except in connection with the exercise of remedies as provided in Section 13 above. Any proceeds of any disposition of any of the Units or any part thereof, shall be applied by Secured Party to the payment of expenses incurred by Secured Party in connection with the foregoing, including reasonable attorneys' fees, and the balance of such proceeds shall be applied by Secured Party toward the payment of the Obligations in such order of application as Secured Party may from time to time elect.
Sample 1
AutoNDA by SimpleDocs
Disposition of Units. 23 (a) Return to Lessor of Unit..................................................... 23 (b) Overhaul of Unit 00 (c)"Zero Time" Requirement 25 (d) Disposition Following Early Termination...................................... 25 (e) Right of Abandonment 25 l7. Consolidation, Merger and Sale of All Assets 26 18. Financial Statements and Reports; Inspection and License 26
Sample 1
Disposition of Units 
Sample 1Sample 2

Related to Disposition of Units

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Sale of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to sell the Units on a “best efforts” basis, as agent for the Fund. You are authorized to enlist other members of FINRA (“Soliciting Dealers”), acceptable to the Fund, to sell the Units. As compensation for these services, the Fund agrees that it will pay you a selling commission in an amount equal to 9% of the offering price of the Units sold pursuant to the terms of this Agreement, from which you may reallow a dealer commission of up to 7.5% of such offering price. In addition to such selling commissions, the Fund or the Manager will pay or reimburse to you or participating broker dealers an amount up to 1% of the Gross Proceeds as additional selling compensation in the form of underwriters’ expenses borne by the Fund, the Manager or their affiliates, as described in the following paragraph. You will pay wholesaling compensation to your personnel out of the selling commissions you will receive hereunder. Aggregate selling compensation paid in connection with the offering, will not exceed a total equal to 10% of the Gross Proceeds. It is understood that the Fund may pay or reimburse you and participating dealers a portion of their “underwriters’ expenses” incurred in connection with the offering, and the Fund, the Manager or their Affiliates may bear certain other expenses directly that may be deemed “underwriters’ expenses.” These underwriters’ expenses include amounts paid by the Fund, the Manager or its Affiliates to you and participating broker dealers relating to sales seminar costs and expenses; advertising and promotion expenses; travel, food and lodging costs; telephone expenses; and an allocable portion of any of your salary expenses and legal fees borne by the Manager or its Affiliates. All of such amounts paid to you or participating broker dealers, all underwriters’ expenses borne on behalf of you or any participating broker dealer by the Fund or any other party on its behalf, and all selling commissions are together deemed “underwriting compensation” paid in connection with the offering. The total of all underwriting compensation, including sales commissions, wholesaling salaries and commissions, retail and wholesaling expense reimbursements, seminar expenses and any other underwriters’ expenses or other forms of compensation paid to or for you or participating broker-dealers, will not exceed 10% of the Gross Proceeds. In addition to such selling compensation, the Fund may reimburse the Soliciting Dealers for their bona fide and accountable expenses for due diligence purposes; provided, however, that any such payment or reimbursement will be made only upon presentation of detailed, itemized invoices for such bona fide due diligence expenses. Bona fide due diligence expenses will include actual costs incurred by broker-dealers to review the business, financial statements, transactions, and investments of ATEL and its prior programs to determine the accuracy and completeness of information provided in the Prospectus, the suitability of the investment for their clients and the integrity and management expertise of ATEL and its personnel. Costs may include telephone, postage and similar communication costs incurred in communicating with ATEL personnel, and ATEL’s outside accountants and counsel in this pursuit; travel and lodging costs incurred in visiting the ATEL offices, reviewing ATEL’s books and records and interviewing key ATEL personnel; the cost of outside counsel, accountants and other due diligence investigation specialists engaged by the broker-dealer; and the internal costs of time and materials expended by broker-dealer personnel in this due diligence effort. ATEL will require full itemized documentation of any claimed due diligence expenditure and will determine whether the expenditure can be fairly allocated to bona fide due diligence investigation before permitting reimbursement. Notwithstanding the foregoing, however, it is understood and agreed that the Manager has reserved the right to accept or reject any subscriptions for Units as set forth in the Prospectus and no selling commission will be payable to you or any of the Soliciting Dealers with respect to the tender of any Subscription Agreement which is rejected by you or the Manager as aforesaid. Furthermore, no subscription will be deemed binding until at least five days following delivery of a Prospectus. The Fund further agrees that it will pay the foregoing selling commission with respect to the purchase price of each of the Units upon the Manager’s acceptance of the order for such Units; provided, however, that none of such commissions will be payable or paid until release to the Fund from the escrow account in which they are to be deposited of proceeds from subscriptions for a minimum of 120,000 Units. It is understood and agreed that you may, in your discretion, permit you, the Manager, a Soliciting Dealer or any Affiliate or employee of any of the foregoing or certain clients of registered investment advisors to purchase Units net of the 7.5% retail selling commissions at a per Unit price of $9.25, as more specifically described in the Prospectus under “Plan of Distribution—Investments by Certain Persons.” Any such sale of Units net of retail commissions to you, the Manager, a Soliciting Dealer or any Affiliate or employee of such person will only be made if and to the extent that any Soliciting Dealer which would otherwise be entitled to a selling commission on any such transaction agrees to such rebate.

  • Distribution of Units Unless otherwise determined by the Committee or required by any applicable law, rule or regulation, neither the Company nor the Partnership shall deliver to the Participant certificates evidencing Units issued pursuant to this Agreement and instead such Units shall be recorded in the books of the Partnership (or, as applicable, its transfer agent or equity plan administrator). All certificates for Units issued pursuant to this Agreement and all Units issued pursuant to book entry procedures hereunder shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Units are then listed, and any applicable federal or state laws, and the Company may cause a legend or legends to be inscribed on any such certificates or book entry to make appropriate reference to such restrictions. In addition to the terms and conditions provided herein, the Company may require that the Participant make such covenants, agreements, and representations as the Company, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements. No fractional Units shall be issued or delivered pursuant to the Phantom Units and the Committee shall determine, in its discretion, whether cash, other securities, or other property shall be paid or transferred in lieu of fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated.

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Acquisition of Stock by Third Party Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

  • Dispositions and Involuntary Dispositions The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

Time is Money Join Law Insider Premium to draft better contracts faster.