Sale or Other Disposition. If Optionee at any time contemplates the disposition (whether by sale, gift, exchange, or other form of transfer) of any Shares acquired by exercise of this Option, the Optionee shall first notify the Company in writing of such proposed disposition and cooperate with the Company in complying with all applicable requirements of law, which, in the judgment of the Company, must be satisfied prior to such disposition.
Sale or Other Disposition. Optionee understands that, under current law, beneficial tax treatment resulting from the exercise of this Option will be available only if certain requirements of the Code are satisfied, including without limitation, the requirement that no disposition of shares of Common Stock of the Company acquired pursuant to exercise of this Option be made within two years from the grant date or within one year after the transfer of such shares to him or her. If Optionee at any time contemplates the disposition (whether by sale, gift, exchange, or other form of transfer) of any shares acquired by exercise of this Option, he or she will first notify the Company in writing of such proposed disposition and cooperate with the Company in complying with all applicable requirements of law, which, in the judgment of the Company, must be satisfied prior to such disposition. In addition to the foregoing, Optionee hereby agrees that if Optionee disposes (whether by sale, exchange, gift, or otherwise) of any of the shares acquired by exercise of this Option within two years of the grant date or within one year after the transfer of such shares to Optionee upon exercise of this Option, then Optionee shall notify the Company of such disposition in writing within 30 days from the date of such disposition. Said written notice shall state the date of such disposition, and the type and amount of the consideration received for such share or shares by Optionee in connection therewith. In the event of any such disposition, the Company shall have the right to require Optionee to immediately pay the Company the amount of taxes (if any) which the Company is required to withhold under federal and/or state law as a result of the granting or exercise of the subject Option in the disposition of the subject shares.
Sale or Other Disposition of Collateral by the ---------------------------------------------- Administrative Agent or the Collateral Agent. Any notice required to be given by -------------------- the Administrative Agent or the Collateral Agent of a sale, lease or other disposition or other intended action by the Administrative Agent or the Collateral Agent with respect to any of the Collateral which is deposited in the United States mails, registered or certified, postage prepaid and duly addressed to the Borrowers at the address specified in Section 11.01 below, at least ten ------------- days prior to such proposed action shall constitute fair and reasonable notice to the Borrowers of any such action. The net proceeds realized by the Administrative Agent or the Collateral Agent upon any such sale or other disposition, after deduction for the expense of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys' fees and legal expenses incurred by the Administrative Agent or the Collateral Agent in connection therewith, shall be applied as provided herein toward satisfaction of the Obligations. The Administrative Agent or the Collateral Agent, as applicable, shall account for and pay to the Borrowers any surplus realized upon such sale or other disposition, and the Borrowers shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect the Administrative Agent's or the Collateral Agent's security interest in the Collateral. The Borrowers agree that the Collateral Agent has no obligation to preserve rights to the Collateral against any other parties. The Administrative Agent and the Collateral Agent are hereby granted a license or other right to use, without charge, the Borrowers' labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, and the Borrowers' rights under all licenses and all franchise agreements shall inure to the Administrative Agent's and the Collateral Agent's benefit until the Obligations are paid in full.
Sale or Other Disposition. Except as contemplated by this Agreement, there are currently no discussions to which XCHO or anyone acting on behalf of XCHO is a party relating to: (a) the sale of a material portion of the assets of the XCHO, (b) any merger, consolidation, share exchange, liquidation, dissolution or similar transaction involving XCHO, or (c) the transfer or issuance of any shares of XCHO.
Sale or Other Disposition. A U.S. holder will generally recognize capital gain or loss on a sale, exchange or other disposition (other than a redemption or conversion) of the Series A-2 Preferred Stock equal to the difference between the amount realized upon the sale or exchange (not including any proceeds attributable to declared and unpaid dividends, which will be taxable as described above to U.S. holders of record who have not previously included such dividends in income) and the holder’s adjusted tax basis in the shares sold or exchanged. Such capital gain or loss will be long-term capital gain or loss if the holder’s holding period for the shares sold or exchanged is more than one year. Long-term capital gains of non-corporate taxpayers currently are taxed at a maximum 15% rate. The deductibility of capital losses is subject to limitations.
Sale or Other Disposition. After the Lender receives possession of any tangible items of the Collateral, if any, following the occurrence of any Event of Default hereunder, the Lender may sell, lease or otherwise dispose of the Collateral in any matter permitted by applicable law. If notice thereof is required by law, the Lender shall give the Borrowers written notice of the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to made, and at such public or private sale the Lender may purchase all or any part of the Collateral. The parties hereto agree that notice under this Section 8.6(b) shall not be unreasonable as to time if given in compliance herewith at least ten (10) calendar days prior to sale or other disposition. To the extent permitted by applicable law, each of the Borrowers hereby waives any rights now or hereafter conferred by statute or otherwise which may require the Lender to sell, lease or otherwise use any of the Collateral in mitigation of the Lender's damages as set forth in this Section 8.6(b), or which may otherwise limit or modify any of the Lender's rights or remedies hereunder. The Borrowers shall, and jointly and severally agree to, pay to the Lender, on demand as part of the Obligations hereunder, any and all costs and expenses, including court costs, legal expenses, and reasonable attorney's fees, incurred by the Lender in exercising any or all of its rights or remedies hereunder, or in enforcing any of the terms, conditions or provisions hereunder or under any or all of the other Loan Documents, or in exercising any other rights or remedies otherwise available to the Lender at law or in equity.
Sale or Other Disposition. A Shareholder who wishes to sell, transfer, or otherwise dispose of all or part of its ownership interest for consideration to a third Person shall first give the other Shareholder at least thirty (30) days advance written notice of its desire to do so. The notice shall identify the amount of the ownership interest to be sold or otherwise transferred, the price, the terms of the proposed disposition and the name, address and phone number of the proposed transferee. The ownership interest specified in the notice may thereafter be sold or transferred only upon strict compliance with this Agreement.
Sale or Other Disposition. A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on income or gain realized on the sale or exchange of the Series A-2 Preferred Stock (not including any amounts attributable to declared and unpaid dividends, which will be taxable to a non-U.S. holder of record as described above under “Consequences to non-U.S. Holders of Series A-2 Preferred Stock-Dividends”) unless: • the gain is effectively connected with a U.S. trade or business of the non-U.S. holder (and, if a tax treaty applies, the gain is attributable to a U.S. permanent establishment maintained by such non-U.S. holder); • in the case of a nonresident alien individual, such non-U.S. holder is present in the United States for 183 or more days in the taxable year of the sale or disposition and certain other conditions are met; or • WestPoint is, or has been within the five years preceding the non-U.S. holder’s disposition of the Series A-2 Preferred Stock, a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes. WestPoint does not believe that it currently is a USRPHC or that it will become a USRPHC in the future.
Sale or Other Disposition. Optionee understands and agrees with the Company that the Shares acquired pursuant to exercise of this Option shall not be disposed of by Optionee (whether by sale, exchange, gift, or other form of transfer) other than to a Permitted Transferee (as defined below) or by will or the laws of descent and distribution, until the consummation of a primary initial public offering by the Company of its securities. If Optionee at any time contemplates the disposition (whether by sale, exchange, gift, or other form or transfer) of any Shares acquired by exercise of this Option, he or she shall first notify the Company in writing of such proposed disposition and cooperate with the Company in complying with all applicable requirements of law, which, in the judgment of the Company, must be satisfied prior to such disposition. The terms and conditions of this Agreement shall be binding on any Permitted Transferee of this Option or any Shares acquired upon exercise of this Option. "Permitted Transferee" means Optionee's estate, spouse, heirs, ancestors, lineal descendants, legatees and legal representatives, the trustee of any bona fide trust of which one or more of the foregoing are the sole beneficiaries or the grantors thereof and any person in which any of the foregoing, individually or collectively, beneficially owns all of the capital stock, provided that in each such case the transferee enters into an agreement with the Company acknowledging the Company's repurchase rights under Paragraph 15.
Sale or Other Disposition of Vessel ----------------------------------- . Except as allowed in the Indenture, the Mortgagor will not sell, mortgage, bareboat charter, transfer or in any other way dispose of all or any part of the Vessel without the prior written consent of the Mortgagee.