PUBLIC DISPOSITION definition

PUBLIC DISPOSITION means a Disposition effected by the sale of all or any portion of the Distributed Shares on the American Stock Exchange or such other principal trading market on which the Common Stock is then publicly traded. A Public Disposition shall be deemed to occur on the date such transaction occurs rather than the settlement date thereof. The term "PRIVATE DISPOSITION" shall mean any Disposition of Distributed Shares that is not a Public Disposition, and does not result in the Shareholder retaining beneficial ownership of the Distributed Shares. As used in this Agreement, gross proceeds of a Private Disposition shall mean the greater of: