Subsidiary Disposition definition

Subsidiary Disposition means the disposition by the Company of its equity holdings in any Subsidiary effected by a merger or consolidation involving that Subsidiary, the sale of all or substantially all of the assets of that Subsidiary or the Company’s sale or distribution of substantially all of the outstanding capital stock of such Subsidiary.

Subsidiary Disposition means, with respect to a Participant who is at the time engaged primarily in continuous service with a Subsidiary (and except as may be otherwise prescribed by the Committee in an Award Agreement): (i) any Person, other than the Company or an Affiliate, acquires Beneficial Ownership of securities of the particular Subsidiary having at least fifty percent (50%) of the voting power of such Subsidiary’s then outstanding securities; or (ii) the particular Subsidiary sells to any Person other than the Company or an Affiliate all or substantially all of the assets of the particular division thereof to which the Participant is assigned.

Subsidiary Disposition means the disposition by the Company of its equity holdings in the Principal Subsidiary effected by a merger involving the Principal Subsidiary (other than a merger into or with the Company), the sale of all or substantially all of the assets of the Principal Subsidiary, or the sale or distribution of substantially all of the outstanding capital stock of the Principal Subsidiary.

Examples of Subsidiary Disposition in a sentence

• The Committee may provide that any Awards so vested or released from such limitations in connection with a Subsidiary Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award.

• The portion of any Incentive Stock Option accelerated Page 10 under this Section 10 in connection with a Corporate Transaction, Change of Control or Subsidiary Disposition shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded.

• The Administrator also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Status as an Employee or Consultant of the Grantee within a specified period following the effective date of the Change in Control or Subsidiary Disposition.

• The Administrator may provide that any Awards so vested or released from such limitations in connection with a Change in Control or Subsidiary Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award.

• The Committee also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the affected Participant’s Continuous Service with that Subsidiary within a specified period following the effective date of the Subsidiary Disposition.

More Definitions of Subsidiary Disposition

Subsidiary Disposition has the meaning set forth in the recitals.

Subsidiary Disposition means the sale of the capital stock or substantially all of the assets of a Subsidiary or Subsidiaries of the Borrower [***].

Subsidiary Disposition means: (a) the Borrower directly or indirectly selling, assigning, pledging or otherwise disposing of any Indebtedness of or any shares of Capital Stock of any Subsidiary Guarantor, except to a Wholly-Owned Subsidiary Guarantor; (b) any Subsidiary Guarantor directly or indirectly selling, assigning, pledging or otherwise disposing of any Indebtedness of the Borrower or any other Subsidiary Guarantor, or any shares of Capital Stock of any other Subsidiary Guarantor, except to the Borrower or a Wholly- Owned Subsidiary Guarantor; (c) any Subsidiary Guarantor having outstanding any shares of Capital Stock which are preferred over any other shares of Capital Stock in such Subsidiary Guarantor owned by the Borrower or a Wholly-Owned Subsidiary Guarantor unless such shares of preferred Capital Stock are also owned by the Borrower or a Wholly-Owned Subsidiary Guarantor; or (d) any Subsidiary Guarantor directly or indirectly issuing or selling (including in connection with a merger or consolidation of such Subsidiary Guarantor otherwise permitted by Section 10.4(a)) any shares of its Capital Stock except to the Borrower or a Wholly-Owned Subsidiary Guarantor; provided, that a Subsidiary Disposition shall not include (i) the sale, assignment or other disposition of Indebtedness of the Borrower by a Subsidiary Guarantor if, assuming such Indebtedness were incurred immediately after such sale, assignment or disposition, such Indebtedness would be permitted under Section 10.1 (other than Section 10.1(h)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 10.1(h)), and (ii) subject to compliance with Section 10.5, all Indebtedness and Capital Stock of any Subsidiary Guarantor owned by the Borrower or any other Subsidiary Guarantor may be simultaneously sold as an entirety for an aggregate consideration at least equal to the fair value thereof (as determined in good faith by the General Partner) at the time of such sale if such Subsidiary Guarantor does not at the time own any Indebtedness of the Borrower or any other Subsidiary Guarantor (other than Indebtedness which, if incurred immediately after such transaction, would be permitted under 10.1, other than Section 10.1(h)) (in which case such Indebtedness need not be subject to the subordination provisions required by Section 10.1(h)). “Subsidiary Guarantors” means, collectively, all Material Subsidiaries in existence on the Closing Date or which become a party to ...

Subsidiary Disposition means the disposition by the Company of its equity holdings in any subsidiary corporation effected by a merger or consolidation involving that subsidiary corporation, the sale of all or substantially all of the assets of that subsidiary

Subsidiary Disposition means the disposition by Musgrove of all of its shares and other interest in the Subsidiary prior to the Amalgamation.

Subsidiary Disposition means the disposition by the Company of its equity holdings in any Subsidiary effected by a

Subsidiary Disposition means the disposition by the Company of its equity holdings in any Subsidiary effected by a merger or consolidation involving that Subsidiary, the sale of all or