Disposition Transaction Sample Clauses

Disposition Transaction. Upon the occurrence of a Disposition Transaction, as defined below, Executive shall be entitled to receive for each share of common stock then owned by Executive and for each vested but unexercised share subject to the Option, consideration per share of not less than, and payable on the same terms as, the consideration per share received by Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xxd/or Regent Court Technologies, L.L.C., as a result of the Disposition Transaction, and/or to participate on terms no less favorable than terms available to Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xxd/or Regent Court Technologies, L.L.C., in the case of a Deposition Transaction involving issuance by the Company of shares of its stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. A "Disposition Transaction" shall occur if at any time after the date hereof, the Company, Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xx Regent Court Technologies, L.L.C., or any combination thereof (1) accepts any offer to purchase thirty percent (30%) or more of the aggregate shares of capital stock of the Company actually or beneficially owned by Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xxd/or Regent Court Technologies, L.L.C., and/or (2) accepts any offer to purchase shares of the capital stock of the Company constituting at least fifty percent (50%) of all of the then outstanding shares of the Company, and/or (3) accepts any offer to merge or consolidate the Company, or enter into a share exchange, with another corporation or entity, and/or (4) accepts any offer to sell all or substantially all of the assets of the Company, and/or (5) accepts any other offer to enter into a transaction the result of which will be to transfer voting control of the Company to any party other than Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xxd/or Regent Court Technologies, L.L.C., and/or (6) enters into any agreements in connection with, or undertakes, the issuance of shares of the Company's stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. The Company and Willxxxx xxxh covenant and agree not to enter into any Disposition Transaction that does not expressly recognize and give effect to the terms of this Section 2.e.v.
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Disposition Transaction. The parties hereto agree that the Disposition Transaction did not constitute a “Change in Control” as defined in (x) the Existing Investment Agreement or (y) the Notes Indenture.
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Disposition Transaction. If the Operating Member proposes to, or to cause Nevada JV to, solicit, negotiate or enter into an agreement, arrangement or understanding in respect of a Transfer of any right, title or interest in any mineral property with a value that would reasonably be expected to exceed $25 million (a “Disposition Transaction”), then the Operating Member shall first provide written notice of such intention to the Minority Member (the “Disposition Notice”), which notice shall specify the applicable mineral property and all of the anticipated material terms and conditions of such Disposition Transaction that are requested by the Operating Member or Nevada JV.
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Disposition Transaction. LLIT shall take and cause to be taken all actions necessary so that the Disposition shall be consummated on the Closing Date, immediately after the Effective Time. Upon consummation of the Disposition, except as set forth in Schedule 5.18, neither LLIT nor the Surviving Corporation shall have any obligations or liabilities, contingent or otherwise, relating to Lianluo Connection and shall have no affiliation with any LLIT Subsidiaries other than the Surviving Corporation. During the Interim Period, any waiver, amendment, termination, or other material decision with respect to the Disposition which could impact LLIT after the Closing shall be determined by the LLIT Special Committee.
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Disposition Transaction. All of the conditions to the obligations of each Party to consummate the Disposition described in the Disposition Agreement shall have been satisfied, other than the Closing.
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Disposition Transaction. If, subject to any approval required by Section 3.3(c), the Operating Member proposes to, or to cause Nevada JV or any of its subsidiaries to, solicit, negotiate or enter into an agreement, arrangement or understanding in respect of a sale, conveyance or other disposition, other than by abandonment or forfeiture, of any right, title or interest in any mineral property of Nevada JV or any of its subsidiaries for a proposed disposition price for such transaction, or aggregate disposition price for a series of related transactions, reasonably expected to exceed $25 million (a “Disposition Transaction”), then the Operating Member shall first provide written notice of such intention to the Minority Member (the “Disposition Notice”), which notice shall specify the applicable mineral property and the anticipated material terms (including price) and conditions at which Nevada JV may be prepared to complete a Disposition Transaction. For the avoidance of doubt, delivery by Nevada JV of a Disposition Notice shall not compel Nevada JV to complete a Disposition Transaction.
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Disposition Transaction. The term “
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Disposition Transaction. “Disposition Transaction” shall mean a successful disposition of the Paper Segment as determined by the Chief Executive Officer of the Parent in his sole discretion.
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Disposition Transaction. In connection with any Disposition Transaction approved by the General Partner in accordance with the terms of Section 5.7 of the GP LLC Agreement (including by any consolidation, conversion, merger or other business combination involving the Partnership in which Equity Securities are exchanged for or converted into cash, securities of a corporation or other business organization or other property, and any sale of all or substantially all of the assets of the Partnership), (i) none of the Partners, the Partnership or any of its Subsidiaries shall enter into any definitive documentation relating to such Disposition Transaction unless the Partnership has delivered to the Preferred Partners a written undertaking that expressly provides that upon or prior to the closing of such Disposition Transaction, an amount of cash equal to the Base Preferred Return Amount shall be paid in respect of each Preferred Unit in redemption or liquidation of all outstanding Preferred Units, (ii) no Preferred Partner shall be obligated to be subject to any non-competition, non-solicitation, or similar restrictive covenants that may be binding on GSO or any of its Affiliates in connection with any Disposition Transaction and (iii) upon the consummation of any Disposition Transaction, the Partnership shall have paid or shall concurrently pay an amount of cash equal to the Base Preferred Return Amount with respect to each Preferred Unit in redemption in full or liquidation of all outstanding Preferred Units. No Disposition Transaction may be consummated if the redemption of the outstanding Preferred Units contemplated by the immediately preceding sentence is not consummated in accordance with the terms hereof.
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Related to Disposition Transaction

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Exempt Transaction Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by: Server or workstation hard disks, or Removable media (e.g. floppies, USB flash drives, portable hard disks) excluding optical discs Using a “wipe” utility which will overwrite the Data at least three (3) times using either random or single character data, or Degaussing sufficiently to ensure that the Data cannot be reconstructed, or Physically destroying the disk Paper documents with sensitive or Confidential Information Recycling through a contracted firm, provided the contract with the recycler assures that the confidentiality of Data will be protected. Paper documents containing Confidential Information requiring special handling (e.g. protected health information) On-site shredding, pulping, or incineration Optical discs (e.g. CDs or DVDs) Incineration, shredding, or completely defacing the readable surface with a coarse abrasive Magnetic tape Degaussing, incinerating or crosscut shredding

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Intercompany Transactions 89 Section 9.13

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