Subsequent Disposition Sample Clauses

The "Subsequent Disposition" clause defines how rights, interests, or property covered by an agreement may be transferred, assigned, or otherwise dealt with after the initial transaction. Typically, this clause outlines whether and under what conditions a party can sell, assign, or otherwise dispose of their interest to a third party, and may require consent from the other party or impose restrictions to protect original interests. Its core function is to provide clarity and control over future transfers, preventing unauthorized or undesirable changes in ownership or responsibility.
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Subsequent Disposition. If Purchaser disposes of Company or any of its Subsidiaries or all or substantially all of their respective assets during the Benefits Continuation Period, Purchaser shall require the purchaser of Company, its Subsidiaries or their respective assets, as the case may be, to expressly agree to assume and perform the provisions of this Section 5.6 through the remainder of the Benefits Continuation Period with respect to provision of compensation and benefits.
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Subsequent Disposition. If (i) Parent shall have terminated this Agreement pursuant to Section 8.1(h), (ii) Parent shall have terminated this Agreement pursuant to Section 8.1(g) and following the date hereof but prior to such termination there shall have been a Takeover Proposal Interest or (iii) the Company shall have terminated this Agreement pursuant to Section 8.1(f)(ii), then in any such case the Company shall pay simultaneously with such termination if pursuant to Section 8.1(f)(ii) and promptly, but in no event later than two business days after the date of such termination or event if pursuant to Section 8.1(h) or 8.1(g), to Parent a termination fee (the "Termination Fee") of $7,000,000 plus an amount, not in excess of $1,500,000, equal to the Purchaser's actual and reasonably documented out-of-pocket expenses incurred by Parent and the Purchaser in connection with the Offer, the Merger, this Agreement and the consummation of the transactions contemplated hereby, which amount shall be payable by wire transfer to such account as Parent may designate in writing to the Company. Upon payment of the Termination Fee the Company shall have no further obligation to Parent or the Purchaser, under this Agreement or otherwise, by reason of the termination of this Agreement or, if this Agreement is terminated by Parent pursuant to Section 8.1, by reason of any breach of this Agreement or any representation, warranty or covenant herein by the Company. 31 37
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Subsequent Disposition. In the event that, during 2002 and following the Closing one or more of the following transactions with a third party ("Transaction(s)") occurs: (i) the assets or a portion thereof of WingraLLC and/or WingraInc are sold or an agreement in relation thereto is entered into, (ii) an equity investment is made into WingraLLC and/or WingraInc either by way of a majority of the Wingra Interests or additional equity interests of WingraLLC and/or WingraInc, or debentures, warrants or other such instruments under which a majority of the ownership interests in WingraLLC and/or WingraInc may be issued, or (iii) WingraLLC and/or WingraInc is/are acquired by way of merger, consolidation, sale of a controlling interest or any other similar manner of acquisition or an agreement in relation thereto is entered into, and the Value (as defined below) received from the above Transaction(s) is in excess of (a) $900,000 plus (b) any equity investment made into WingraLLC and/or WingraInc subsequent to the Closing ("Excess Value"), Purchasers, WingraInc and WingraLLC, jointly and severally, agree to pay Commtouch upon the closing of such Transaction(s) an amount equal to: o thirty-three percent (33%) of any proceeds representing the Excess Value from the Transaction(s) that occur within the first six (6) months of 2002, multiplied by the percentage of WingraLLC and/or WingraInc that is sold in the Transaction(s), or o twenty-five percent (25%) of any proceeds representing the Excess Value from the Transaction(s) that occur within the second six (6) months of 2002 multiplied by the percentage of WingraLLC and/or WingraInc that is sold in the Transaction(s).
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Subsequent Disposition. Hydro will notify Manitoba and Fox Lake when Hydro no longer requires the Limestone Construction Camp site for the proposed future development of the Conawapa Generating Station. Upon receiving such notification, Manitoba agrees, subject to any required approvals or licences, to have the Limestone Construction Camp site surveyed and to convey fee simple title to the site to the Land Corporation.
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Related to Subsequent Disposition

  • Final Disposition Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

  • 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:

  • Asset Disposition If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • REO Disposition Within 30 days following an REO Disposition, the Servicer shall provide to the Master Servicer a statement of accounting for the related REO, including without limitation, (i) the loan number of the related Mortgage Loan, (ii) the date such Mortgaged Property was acquired in foreclosure or by deed in lieu of foreclosure, (iii) the date of REO Disposition, (iv) the gross sales price and related selling and other expenses, (v) accrued interest calculated from the date of acquisition to the disposition date and (vi) such other information as the related trustee may reasonably request.

  • Dispositions and Involuntary Dispositions The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed ▇▇▇▇▇▇ Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.