Disposition Event Sample Clauses
A Disposition Event clause defines the circumstances under which an asset, property, or interest is transferred, sold, or otherwise disposed of. Typically, this clause outlines the specific events that trigger such a transfer, such as a sale, merger, or liquidation, and may detail the process for valuing and distributing the asset. Its core practical function is to provide clarity and predictability regarding when and how assets will change hands, thereby reducing uncertainty and potential disputes among parties.
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Disposition Event. Disposition Event shall mean:
(a) any sale or change in ownership of all or substantially all of the assets of the Company, Target or GAC. A change in the ownership of a substantial portion of the Company’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in Treas. Reg. §1.409A-3(i)(5)(v)(B)) acquires (or has acquired within the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets;
(b) any merger or consolidation of the Company, or any transaction as a result of which the Company is acquired by the purchase of all or substantially all of its Common Stock, as a result of which, in each such case, the holders of a majority of the Common Stock before such merger, consolidation or sale cease to hold, directly or indirectly, a majority of the common stock of the Company or its successor immediately following such merger, consolidation or sale;
(c) any merger or consolidation of Target (other than a merger or consolidation of the Company and Target or a merger of Target with another of the Company’s existing Subsidiaries), or any transaction as a result of which the Target is acquired by the purchase of all or substantially all of its membership interests, as a result of which, in each such case, the holders of a majority of the membership interests of the Target before such merger, consolidation or sale cease to hold, directly or indirectly, a majority of the membership interests of the Target or common stock of the Target or its successor immediately following such merger, consolidation or sale; or
(d) any Qualified Public Offering.
Disposition Event. Upon the occurrence of a Disposition Event, the Company and/or the remaining Members (“Remaining Members”) shall have the option to purchase, and the Member (or his or her legal representative) whose actions or conduct resulted in the Disposition Event (“Former Member”) shall sell, the Former Member’s Membership Interest (“Former Member’s Interest”) as provided in this ARTICLE X. The Former Member shall promptly notify the Company and all Members in writing after the occurrence of a Disposition Event.
Disposition Event. If any of the following events (any such event, a “Disposition Event”) occurs: (i) any reclassification or exchange of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); or (ii) any merger, consolidation or other combination to which the Company is a constituent party, in each case, as a result of which the holders of Common Stock shall be entitled to receive cash, securities or other property for their shares of Common Stock, the Company or the surviving entity of the merger, consolidation or other combination shall provide that this Warrant be exercised following the effective date of any Disposition Event, shall be calculated based on the kind and amount of cash, securities or other property (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the number of Warrant Shares issuable under this Warrant immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common Stock. The Company may not cause, or agree to cause, a Disposition Event to occur, unless the issuer of any securities or other property for which this Warrant becomes exercisable agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or property. The provisions of this Section 10(f) shall similarly apply to successive Disposition Events. If this Section 10(e) applies to any event or occurrence, neither Section 10(a) nor Section 10(d) shall apply; provided, however, that this Section 10(f) shall not apply to any stock split or combination to which Section 10(a) is applicable. To the extent that equity securities of a company are received by the holders of Common Stock of the Company in connection with a Disposition Event, the portion of this Warrant which will be exercisable for such equity securities will continue to be subject to the anti-dilution adjustments set forth in this Section 10.
Disposition Event. ....... "Disposition" means (a) a merger, consolidation or other business combination involving MC as a result of which no shares of Common Stock shall remain outstanding, (b) a sale, transfer or other disposition, in one or a series of transactions, of all or substantially all of the assets of MC or (c) a reclassification of Common Stock as any other capital stock of MC or any other person. ACCELERATION UPON EVENT OF DEFAULT..........
Disposition Event. Disposition Event means (a) (i) the sale of all or substantially all of the assets of the Company or its Subsidiaries in a single transaction or series of related transactions whether by liquidation, dissolution, merger, consolidation or sale or (ii) the sale or other transfer of at least 51% of the outstanding shares of Common Stock in a single transaction or a series of related transactions, in either case to any Person who is not an Affiliate of the Company, or of a stockholder thereof, immediately prior to such transaction or transactions, or (b) the effective time of any merger, share exchange, consolidation, or other business combination of the Company if immediately after such transaction Persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not Persons who, immediately prior to such transaction, held the securities of the Company entitled to vote generally in the election of directors. Eligible Securities. Eligible Securities shall mean, at any time, (a) in connection with a proposed transfer of Common Stock under Section 2.2, (i) all shares of Common Stock then outstanding (other than shares of Common Stock which at such time are specified as "Unvested Shares" under any applicable agreements referred to in the definition of "Management Purchase Agreements" in this Section 1 pursuant to which such shares of Common Stock were issued) and (ii) all shares of Common Stock that are then issuable upon the exercise of the Investor Warrants (at a time when such Investor Warrants are then exercisable), and (b) in connection with a proposed transfer of Preferred Stock under Section 2.2, all shares of Preferred Stock then outstanding.