Corporate Disposition definition

Corporate Disposition means any of the following events: (i) any merger or consolidation of RMI in which RMI is not the continuing or surviving corporation, or pursuant to which shares of RMI are converted into cash, securities or other property, except that "Corporate Disposition" shall not include any such merger or consolidation in which the holders of RMI's outstanding voting securities immediately prior to such merger or consolidation own at least 66-2/3% of the of the outstanding voting securities of either the surviving corporation of such transaction or any direct or indirect parent entity of such surviving corporation; (ii) consummation of any sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of RMI's assets other than a transfer of RMI's assets to an Affiliated corporation; (iii) approval in accordance with applicable law by the holders of RMI's stock of any plan or proposal for the liquidation or dissolution of RMI; or (iv) the closing of an initial public offering of shares by RMI or an Affiliated corporation that are listed on a national securities exchange or The Nasdaq Stock Market. For purposes of clause (i) above, ownership of voting securities shall take into account and shall include ownership as determined by applying Rule 13d-3(d)(1)(i) (as in effect on the date of this Agreement) pursuant to the Securities Exchange Act of 1934, as amended.
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Examples of Corporate Disposition in a sentence

  • The Stock Appreciation Amount pursuant to this Section 3.2 (d) shall be determined within 30 days after the Corporate Disposition and shall be the final Stock Appreciation Amount.

  • The Corporation shall pay two-thirds of such Stock Appreciation Amount within 30 days of the occurrence of such Corporate Disposition and shall pay one-sixth of such Stock Appreciation Amount, plus interest accruing on such one-sixth amount at the prime rate of Seafirst Bank from the date of the relevant Corporate Disposition through the date of such payment, within 30 days after the first anniversary and within 30 days after the second anniversary of the Termination Date.

  • Neither RMI nor any Affiliated corporation (defined below) has any obligation whatsoever to effect a Corporate Disposition, or to take any other action which would or might increase the amount of any Stock Appreciation Amount, and ▇▇▇▇▇▇▇ shall not promote in any way any such transaction or action without the prior approval of RMI.