Disposition Notice. If the Majority Stockholder proposes at any time to Transfer (other than Excluded Transfers, as defined below), whether in a single transaction or in a series of related transactions to one or more purchasers, including any redemption or repurchase of its Shares by the Company, (i) in the context of Section 2.4(b), not less than 50% of all of its Shares, or (ii) in the context of Section 2.4(c), but subject to the last sentence of this subsection (a), more than 5% of the then outstanding Shares (determined by dividing the number of Shares subject to the Transfer by the total number of Shares outstanding (on a fully diluted basis) for all classes and series of capital stock) of the Company (each a “Proposed Sale”) to any Person, the Majority Stockholder shall send written notice (the “Disposition Notice”) to the other Stockholders specifying the identity and address of such Person, the number of Shares proposed to be sold, the proposed per Share sale price, the form (whether cash, publicly traded securities or otherwise) of consideration to be paid, any other material terms and conditions of the Proposed Sale and, for bona fide sales subject to Section 2.4(b), below, if the Majority Stockholder is thereby exercising its Section 2.4(b) Drag Along Rights, notice of such exercise. Clause (ii) of this subsection (a) and the provisions of Section 2.4(c) shall not apply to: (A) a Transfer by the Majority Stockholder to any Person, if the Majority Stockholder or any of its Affiliates Controls the Person to whom such Shares are proposed to be Transferred; (B) the pledge of or grant of a security interest or other collateral right in or to, or otherwise encumbering (collectively, a “Pledge”), any or all Shares held by the Majority Stockholder to any third-party lender (“Lender”) as collateral security for any loans from the Lender to the Majority Stockholder; or (C) any Transfer to the Lender in connection with the Lender’s exercise of its enforcement rights and remedies in respect of a Pledge (collectively, “Excluded Transfers”).
Disposition Notice. In the event a Member (the “Selling Member”) desires to Transfer any or all of the membership interests held by such Selling Member (the “Transferring Interests”) to any person (the “Offeree”), the Selling Member shall promptly deliver to each of the other Members (the “Non-Selling Members”) written notice of the intended disposition (the “Disposition Notice”), which must set forth the material terms and conditions thereof, including the purchase price for the Transferring Interests and the identities of the Offeree and any beneficial owners who are not the named Offeree.
Disposition Notice. Section 3.03(b)(ii)(A). Dispute - Section 11.01.
Disposition Notice. If no Investor elects to participate in the sale of the Stock subject to the Disposition Notice, such Shareholder may, not later than 60 days following delivery to the Investors of the Disposition Notice, enter into an agreement providing for the closing of the Transfer of the Stock covered by the Disposition Notice within 30 days of such agreement on terms and conditions not more materially favorable to the transferor than those described in the Disposition Notice. Any proposed transfer on terms and conditions materially more favorable than those described in the Disposition Notice, as well as any subsequent proposed transfer of any of the Stock by a Shareholder, shall again be subject to the co-sale right of the Investors and shall require compliance by a Shareholder with the procedures described in this Section 3.
Disposition Notice. If Compass proposes at any time to sell or otherwise transfer for value, whether in a single transaction or in a series of transactions, including any redemption or repurchase of Shares by the Company, but excluding Exempt Transfers, more than 5% of the then outstanding Shares of the Company (the “Proposed Sale”) to any person, Compass shall send written notice (“Disposition Notice”) to the other Stockholders specifying the identity and address of such person, the number of Shares to be sold, the proposed per Share sale price, the form of consideration to be paid, any other material terms and conditions of the Proposed Sale, and, for bona fide sales subject to Section 2.4(b), below, whether Compass is thereby exercising its Section 2.4
Disposition Notice. If Compass proposes at any time to sell or otherwise transfer for value, whether in a single transaction or in a series of transactions, including any redemption or repurchase of Shares by the Company, but excluding Exempt Transfers, (i) in the context of Section 2.4(b), substantially all of its Shares, or (ii) in the context of Section 2.4(c), more than 5% of the then outstanding Shares of the Company (each a “Proposed Sale”) to any person, Compass shall send written notice (the “Disposition Notice”) to the other Stockholders specifying the identity and address of such person, the number of Shares to be sold, the proposed per Share sale price, the form of consideration to be paid, any other material terms and conditions of the Proposed Sale, and, for bona fide sales subject to Section 2.4(b), below, whether Compass is thereby exercising its Section 2.4(b)
Disposition Notice. 2 Section 1.5
Disposition Notice. The term "DISPOSITION NOTICE" shall mean the written notice required by Section 3.1 to be made by the Disposing Shareholder to the Corporation or allowed by Section 3.1 to be made by the Corporation to the Disposing Shareholder.
Disposition Notice. Before any Selling Entity may engage in any IRL Transfer ("Transferring Entity") between the date hereof and the fifth anniversary of the Closing Date so long as neither the Reference Agreement nor the Management Agreement have been terminated, such Transferring Entity shall give to Buyer a written notice ("Disposition Notice") setting forth (i) the identity and address of the intended transferee, (ii) a description of the IRLs to be Transferred, (iii) the amount and type of consideration to be received in exchange for the IRLs to be Transferred, (iv) the intended manner of Transfer, and (v) any other terms and conditions of the proposed Transfer, and shall include a copy of the written agreement, letter of intent, form of offer or similar document relating to the proposed Transfer ("Sale Document"), if any exists at the time of giving the Disposition Notice. If no Sale Document exists at the time of giving the Disposition Notice, the Transferring Entity shall provide to the Buyer a copy of any Sale Document immediately upon receipt thereof by the Transferring Entity. The Transferring Entity shall also promptly provide such further information with respect to such proposed Transfer as is reasonably requested by the Buyer. In the event of an involuntary Transfer for which the Transferring Entity fails to give the Disposition Notice as required herein, the Buyer shall be deemed to have received the Disposition Notice as of the date on which the Buyer receives actual notice of the involuntary Transfer. The IRL located in UH shall not be included as an "IRL" for purposes of this Section 7(u).
Disposition Notice. If the consideration proposed to be paid in the Proposed Disposition is a merger or combination of the Selling Company (or a successor thereof) with the Proposed Disposition Acquirer, the Selling Company will have the right, but not the obligation, to require that the Purchaser may pay the cash value equivalent thereof, as long as the Purchaser is able to do so. If the Purchaser cannot for any reason pay the consideration in the Proposed Disposition in the same form of non-cash consideration, the Purchaser may pay the cash value equivalent thereof, as determined in good faith by the applicable Selling Company and as set forth in the Proposed Disposition Notice.
