Equity Disposition definition

Equity Disposition means the sale, issuance, transfer or other disposition of Capital Stock (or securities convertible into, or exchangeable for, Capital Stock or rights to acquire Capital Stock or such securities) to one or more Persons through any transaction or series of related transactions (other than as a result of a Public Offering) if, after such sale, issuance, transfer or disposition, more than 50% of the Capital Stock or voting power of Company is sold, issued or transferred. For purposes of this definition, any transfer of such Capital Stock by a shareholder to any member of his or her immediate family or to any trust for which he or she is the trustee shall not constitute an "Equity Disposition" provided that such shareholder retains control over the voting rights associated with such Capital Stock.
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Equity Disposition means the sale, issuance, transfer or other Equity Disposition of Capital Stock (or securities convertible into, or exchangeable for, Capital Stock or rights to acquire Capital Stock or such securities) to one or more Persons through any transaction or series of related transactions (other than as a result of a Public Offering or other than as a result of a series of acquisitions of unrelated internet service providers or telecommunications companies) if, after such sale, issuance, transfer or Equity Disposition, (a) more than 50% of the Capital Stock or voting power of Company is sold, issued or transferred or (b) the Initial Shareholders sell, issue or transfer more than 50% of the Capital Stock and voting rights owned by such Initial Shareholders as of the date hereof. For purposes of this definition, any transfer of Capital Stock (or securities convertible into, or exchangeable for, Capital Stock or rights to acquire Capital Stock or such securities) by a shareholder to any member of his or her immediately family or to any trust created by such shareholder for estate planning purposes shall not constitute an "Equity Disposition".
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Equity Disposition has the meaning assigned to that term in Section 5.1(b).
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Examples of Equity Disposition in a sentence

  • The rights of Holders to have Warrants or Warrant Shares included and sold in any Public Offering or purchased in any Equity Disposition or Non-Surviving Transaction pursuant to this Article 4 are conditioned upon the consummation of the proposed transaction.

  • If an Equity Disposition or an Equity Redemption is of less than all of the Capital Stock then outstanding, then the number of Warrants and Warrant Shares subject to purchase under this Section shall be reduced proportionately (to the nearest whole number), and such reduced number will be allocated pro rata among all holders of Capital Stock desiring to sell securities in connection with such transaction.

  • Company shall give written notice to each Holder of Warrants and each Holder of Warrant Shares (at each such Holder's last known address as it appears on Company's books and records) promptly after an agreement in principle is reached with respect to any Equity Disposition, any Equity Redemption or any Non-Surviving Transaction (but, in any event, at least 30 calendar days prior to the closing of any such transaction).

  • Notwithstanding the foregoing, in connection with any such Equity Disposition, Equity Redemption or Non-Surviving Transaction, each Holder may elect (at its option) to receive the purchase price payable under this Section pro rata in kind in the same form of consideration as is to be received by Company or such selling equityholder.

  • In connection with any Equity Disposition, any Equity Redemption or any Non-Surviving Transaction, Company or the acquiror in any such transaction shall also offer to purchase on the terms set forth below all of the Warrant Shares and all of the Warrants.

  • If an Equity Disposition or an Equity Redemption is of less than all of the Capital Stock then outstanding, then the number of Warrants and Warrant Shares subject to purchase under this Section shall be reduced proportionately (to the nearest whole number), and such reduced number will be allocated pro rata among all Holders desiring to tender Warrant Shares or Warrants in connection with such transaction.

  • Notwithstanding the foregoing, in the event of a Permitted BST/HST Equity Disposition, any application of Net Proceeds made (x) pursuant to clause (b)(1) shall be made to reduce the Indebtedness of the Company or a Guarantor and (y) pursuant to clause (b)(2) shall only be in respect of the Specified JV Subsidiary or any other BST/HST Related Infrastructure Assets.

  • In connection with any Equity Disposition, Equity Redemption or Nonsurviving Transaction, Company or the acquiror in any such transaction must also offer to purchase on the same terms, except as provided below, all of the Warrant Shares and all of the Warrants.

  • Notwithstanding the foregoing, in connection with any such Equity Disposition, Equity Redemption or Nonsurviving Transaction, Holder may elect (at its option) to receive the purchase price payable under this Section pro rata in kind in the same form of consideration as is to be received by Company or such selling equityholder.

  • If an Equity Disposition is of less than all of the Capital Stock then outstanding, then the number of Warrants and Warrant Shares subject to purchase under this Section shall be reduced proportionately (to the nearest whole number), and such reduced number will be allocated pro rata among all Holders desiring to tender Warrant Shares or Warrants in connection with such transaction.


More Definitions of Equity Disposition

Equity Disposition means the sale, issuance, transfer or other Equity Disposition of Capital Stock (or securities convertible into, or exchangeable for, Capital Stock or rights to acquire Capital Stock or such securities) to one or more Persons through any transaction or series of related transactions (other than as a result of a Public Offering or other than as a result of a series of acquisitions of unrelated internet service providers or telecommunications companies) if, after such sale, issuance, transfer or Equity Disposition, (a) more than 50% of the Capital Stock or voting power of the Company is sold, issued or transferred or (b) any "person" other than any stockholder who as of the date hereof (including, without limitation, after taking into account the consummation of the transactions contemplated by this Agreement) is a beneficial owner of more than 30% of the total voting power of the outstanding capital stock of the Company on a Fully-Diluted Basis or an Affiliate of such a stockholder (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act; provided that such person shall be deemed to have "beneficial ownership" of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30% of the total voting power of the outstanding capital stock of the Company on a Fully-Diluted Basis. For purposes of this definition, any transfer of Capital Stock (or securities convertible into, or exchangeable for, Capital Stock or rights to acquire Capital Stock or such securities) by a shareholder to any member of his or her immediately family or to any trust created by such shareholder for estate planning purposes shall not constitute an "Equity Disposition".
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Equity Disposition means the sale, issuance, transfer or other Equity Disposition of Capital Stock (or securities convertible into, or exchangeable for, Capital Stock or rights to acquire Capital Stock or such securities) to one or more Persons through any transaction or series of related transactions (other than as a result of a Public Offering) if, after such sale, issuance, transfer or Equity Disposition, the Initial Shareholders no longer beneficially own in the aggregate more than 50% of the Capital Stock and voting rights on a fully-diluted basis (without giving effect to any Warrant Shares purchased or purchasable) then outstanding. For purposes of this definition, (i) any redemption or repurchase of any shares of Capital Stock (or securities convertible into, or exchangeable for, Capital Stock or rights to acquire Capital Stock or such securities) by Company shall constitute an "Equity Disposition" and (ii) any transfer of Capital Stock (or securities convertible into, or exchangeable for, Capital Stock or rights to acquire Capital Stock or such securities) by a shareholder to any member of his or her immediately family or to any trust for which he or she is the trustee shall not constitute an "Equity Disposition" provided that such shareholder retains control over the voting rights associated with such Capital Stock.
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Equity Disposition has the meaning given to it in the definition of "ENRON DISTRIBUTIONS."
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Equity Disposition as defined in Section 3.05(i). “Equity Interest” as defined in Section 3.05(j). “Esplanades” as defined in Section 2.06(b)(i). “Event of Default” as defined in Section 28.01.
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Equity Disposition. Has the meaning specified in Section 1.2 of the Enron Support Agreement.
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Related to Equity Disposition

  • Related Entity Disposition means the sale, distribution or other disposition by the Company, a Parent or a Subsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary.

  • Involuntary Disposition means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

  • Specified Disposition means any disposition of all or substantially all of the assets or Capital Stock of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

  • Qualified disposition means, subject to subparagraphs (iii) and (iv), a disposition after which both subparagraphs (i) and (ii) apply to the subject property:

  • Final disposition means the burial, interment, cremation, removal from the state, or other disposition of a dead body or fetus.