Exempt Disposition definition

Exempt Disposition means any of the following:

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Exempt Disposition means a Disposition (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or (ii) pursuant to any public distribution of Stock pursuant to Rule 144 of the Securities Act.

Exempt Disposition means any of the following: (a) a Disposition in connection with the liquidation, dissolution or winding-up of the Company and the distribution of assets to stockholders, (b) a Disposition to any person or entity controlled by the Company (as determined by the Board in its sole discretion), (c) a dividend, out of EA.com's assets, to holders of Class B Common Stock (and a transfer of a corresponding amount of EA.com's assets to EA as required pursuant to clause (ii) of the proviso to the definition of EA above), (d) a dividend, out of EA's assets, to holders of Class A Common Stock and (e) any other Disposition, if (i) at the time of the Disposition there are no shares of Class A Common Stock outstanding, (ii) at the time of the Disposition there are no shares of Class B Common Stock outstanding, or (iii) before the 30th Trading Day following the Disposition the Company has mailed a notice stating that it is exercising its right to exchange all of the outstanding shares of Class B Common Stock for newly issued shares of Class A Common Stock as contemplated under Section 3.2 of this Article V.

Examples of Exempt Disposition in a sentence

Unless otherwise agreed by all of the Stockholders, any Stock Disposed by a Stockholder, other than pursuant to an Exempt Disposition, shall remain subject to all of the terms and conditions of this Agreement in the hands of any Person to whom such Stock may be Disposed and any such Person shall be required to first deliver to the Company and the Stockholders a written agreement assuming and agreeing to be bound by all of the terms and conditions of this Agreement and to be a Stockholder hereunder.
If GKH proposes to Dispose of all (but not less than all) of its Stock to a Bona Fide Purchaser other than pursuant to an Exempt Disposition, then, notwithstanding anything in this Agreement to the contrary, GKH may require the Non-GKH Holders to Dispose of their Stock to such Bona Fide Purchaser for the same consideration per share and otherwise on the same terms and conditions (other than with respect to representations and warranties) upon which GKH effects the Disposition of its Stock.
If GKH proposes to Dispose of all, but not less than all, of its Stock to a Bona Fide Purchaser (other than pursuant to an Exempt Disposition), then, notwithstanding anything in this Agreement to the contrary, GKH may require the Non-GKH Holders to Dispose of all of their Stock to such Bona Fide Purchaser for the same consideration per share and otherwise on the same terms and conditions (other than with respect to representations and warranties) upon which GKH effects the Disposition of its Stock.
In addition to Section 2.1(a), the transferee of a Disposition by Westar, other than pursuant to an Exempt Disposition, shall be required to assume Westar's obligations under the Agreement and Plan of Merger among Westar, the Company, Astra Resources Compression, Inc.
Notwithstanding that the right of first refusal contemplated by this Article 2 does not apply to any Exempt Disposition or Exempt Change of Control, Vendor shall within fifteen (15) days after the end of each calendar quarter, provide Purchaser with a Notice listing all Exempt Dispositions and Exempt Changes of Control which shall include reasonable particulars, including the identification of any lands which form the subject of any Optimization Transaction.
If a Non-GKH Holder (for purposes of this Section 2.2, "Seller") desires to effect the Disposition of its Stock to a Bona Fide Purchaser (other than pursuant to an Exempt Disposition), such Seller shall deliver to the Company and to all of the other Stockholders a Transfer Notice at least 30 days prior to the proposed Disposition of Seller's Stock.
In this example, if 1% of general fund equity represents $1 million then a general fund equity of 17% with a threshold of 15% would mean that there is a total of $2 million above the 15% fund equity threshold.
If a Non-GKH Holder (for purposes of this Section 2.2, "Seller") desires to effect the Disposition of its Stock to a Bona Fide Purchaser (other than pursuant to an Exempt Disposition) at any time on or prior to the third anniversary date hereof, such Seller shall deliver to the Company and to all of the other Stockholders a Transfer Notice at least 30 days prior to the proposed Disposition of Seller's Stock.

More Definitions of Exempt Disposition

Exempt Disposition means (a) sales, transfers or dispositions in the ordinary course of business and the granting of any option or other right to purchase or otherwise acquire property in the ordinary course of business, (b) sales of wetlands credits, (c) sales, transfers or dispositions of equipment or real property to the extent that (i) such equipment or real property is exchanged for credit against the purchase price of similar equipment or real property, or (ii) the proceeds of such sales, transfers or dispositions are reasonably promptly, but in any event within 360 days, applied to the purchase price of similar equipment or real property, or (iii) such equipment or real property is contemporaneously exchanged, in the ordinary course of business, for property of a like kind or other property useful in the business of the Company and its Subsidiaries, to the extent that the property received in such exchange is of a value at least equivalent to the value of the property exchanged, (d) dispositions resulting from the bona fide exercise by a Governmental Authority of its actual power of eminent domain or other dispositions otherwise required by applicable law, and (e) dispositions of property subject to a Lien permitted by this Agreement that are transferred to a lienholder or its designee in satisfaction or settlement of the lienholder’s claim or a realization upon a security interest permitted under this Agreement.

Exempt Disposition means a transfer without consideration by gift, testamentary disposition, intestate succession or inheritance, or by dividend or distribution from an entity in liquidation or otherwise, in each case, from a “person” or a member of a “group” which is a Company 25% Shareholder.

Exempt Disposition means a sale, assignment, conveyance, transfer, swap, exchange, farmout, contribution or other disposition of any of the Assets [REDACTED- Excluded Asset Specific Information] including any disposition: [REDACTED – Permitted Dispositions. Commercially Sensitive Information]

Exempt Disposition means a disposition made by a liquidator, or by an interim liquidator of the company in exercise of the power conferred on him under Part I of Twelfth Schedule or the rules that appointed him or an order of the Court are exempted" .