Alternative Disposition definition
Examples of Alternative Disposition in a sentence
Any such Profits received by Stockholder on such Alternative Disposition will be paid to Purchaser in the same form and in the same proportion as was received by Stockholder.
Notwithstanding anything to the contrary contained herein, under no circumstances shall the Stockholder be required to pay to Purchaser an amount which would result in Stockholder retaining from such Alternative Disposition an amount less than Stockholder would have received had the Merger Agreement been consummated.
As used in this Section, "Profit" shall be calculated on a per Stockholder Share basis and shall mean an amount equal to the excess, if any, of the per Stockholder Share proceeds received by Stockholder in such Alternative Disposition over the Common Payment (or such higher price as Purchaser and/or Acquisition Sub or their affiliates may offer pursuant to the Merger Agreement per share of Company Common Stock).
Any such Profits received by Stockholder on such Alternative Disposition will be paid to Parent in the same form and in the same proportion as was received by Stockholder.
Notwithstanding anything to the contrary contained herein, under no circumstances shall the Stockholder be required to pay to Parent an amount which would result in Stockholder retaining from such Alternative Disposition an amount less than Stockholder would have received had the Merger Agreement been consummated.
As used in this Section, "Profit" shall be calculated on a per Share basis and shall mean an amount equal to the excess, if any, of the per Share proceeds received by Stockholder in such Alternative Disposition over the per Share Offer Price (or such higher price as Parent or its affiliates may offer for the Shares).
In the event any contingent payments are included in the consideration for the Alternative Disposition, upon receipt of any such contingent payment, such Shareholder will promptly transfer to Subco (or its designee) any additional amounts that would have been transferred to Subco (or its designee) upon the completion of the Alternative Disposition if such contingent payment had been received at such time.
Notwithstanding the foregoing, each Stockholder agrees that, after public announcement by the Company of an Alternative Disposition, if any, and for so long as an Alternative Disposition is pending and not withdrawn, that such Stockholder will not Transfer any shares of Common Stock that, as of such time, constitute Owned Shares.
If the parties do not reach agreement on any such additional loan terms within fifteen days of the closing of the Alternative Disposition and Parent shall have negotiated such terms in good faith, all amounts due pursuant to this Article V shall be paid within sixty days of the closing of the Alternative Disposition.
In the event any contingent payments included in the determination of Profit ultimately are not paid pursuant to an Alternative Disposition, then Purchaser shall promptly reimburse Shareholder Group for any amounts paid to Purchaser hereunder in respect of such uncollected contingent payments promptly after receipt of written notice of such non-payment.