Involuntary Disposition 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 of its Subsidiaries.
Involuntary Disposition. In the event (a) the Shares, or any portion or interest therein, is involuntarily sold, transferred or otherwise disposed of, or an involuntary sale, transfer or disposal is threatened by any third person, whether by (i) sale upon the execution or in foreclosure of any pledge, hypothecation, lien or charge; (ii) acquisition of an interest therein by a trustee in bankruptcy or a receiver; (iii) judicial decree, separate maintenance agreement, settlement agreement or otherwise as a result of the marital dissolution or legal separation of Xxxxx Xxxx from her spouse; or (iv) any other means (collectively, "Involuntary Disposition"), Xxxxxxx Xxxx shall have an irrevocable option to purchase any or all Shares that are the subject of such Involuntary Disposition for the Market Price. Xxxxx Xxxx, or any person who has acquired or may acquire an interest in such Shares, shall give Xxxxxxx Xxxx written notice of the Involuntary Disposition, disclosing in full the nature and details of the Involuntary Disposition, and Xxxxxxx Xxxx shall have the option to purchase the Shares for ninety (90) days after receipt of such notice by giving written notice to the person or persons who have or may acquire an interest in the Shares. If Xxxxxxx Xxxx fails to timely exercise his option, the Shares may be transferred pursuant to the Involuntary Disposition; provided, that, as a condition precedent to such Involuntary Disposition, the transferee must agree, before any Transfer is made, to become a party to this Agreement with respect to all such Shares and grant Xxxxxxx Xxxx the Proxy.
Involuntary Disposition. Prior to any involuntary disposition of Stock, the Qualified Shareholder who owns such Stock or their representative shall send written notice thereof by certified or registered mail, return receipt requested, disclosing in full to the Corporation and the other Qualified Shareholders the nature and details of such involuntary disposition and the Corporation shall have the option to purchase any such Stock for ninety (90) days after the sending of such written notice. The other Qualified Shareholders shall have an option for thirty (30) days after the expiration of the Corporation's option to purchase in the proportions set forth in Paragraph 3(d) any Stock not purchased by the Corporation. The price per share to be paid upon exercise of such options shall be an amount equal to the purchase price determined as provided in Paragraph 3(e) and payable as provided in Paragraph 3(f), and such options shall be exercisable as provided in Paragraph 3(g). In the event the other Qualified Shareholders do not purchase all of said Stock, then the Corporation shall purchase all remaining Stock as provided in Paragraph 3(h).
Involuntary Disposition. Promptly and in any event within ten (10) days following the occurrence of any Involuntary Disposition and the expiration of the 270 day period referred to below, the Borrower shall prepay the Loans in an aggregate amount equal to the Net Cash Proceeds of such disposition; provided, that, such prepayment shall not be required to the extent such Net Cash Proceeds are used to restore, repair or replace the applicable property or to acquire or improve other tangible property to be used in the Borrower’s line of business within 270 days of such Involuntary Disposition. Such prepayment shall be applied as set forth in clause (iv).
Involuntary Disposition. Prior to or upon any involuntary Disposition of Stock, the Shareholder who owns such Stock or his representative shall send written notice thereof by certified or registered mail, return receipt requested, disclosing in full to the Company and the other Shareholders the nature and details of such involuntary Disposition, and the provisions of Paragraph 2(c) through 2(g) shall apply; provided that the option of the Company pursuant to Paragraph 2(c) shall be for ninety (90) days from the later of such involuntary Disposition or the sending of such notice.
Involuntary Disposition. “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Maturity Date. “Disqualified Lenders” means (i) competitors of the Borrower and its Subsidiaries that have been specified in writing to the Administrative Agent from time to time by the Borrower and (ii) any of their Affiliates (other than in the case of clause (i), Affiliates that are bona fide debt funds) that are identified in writing from time to time to the Administrative Agent by the Borrower; provided that no such updates to the list shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest in respect of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Lenders. “Dollar” and “$” mean lawful money of the United States. “Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia. “Dyneema Acquisition” has the meaning ascribed to such term in Amendment No. 7. “Dyneema Acquisition Agreement” has the meaning ascribed to the term “Acquisition Agreement” in Amendment No. 7. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of t...
Involuntary Disposition. Prior to or upon any Involuntary Disposition of an Interest, the Interest Holder who owns such Interest or his representative shall send written notice thereof by certified or registered mail, return receipt requested, disclosing in full to the General Partner the nature and details of such Involuntary Disposition. The Involuntary Disposition shall constitute an Offer, and the provisions of Section 9.2(b) shall apply, provided, that the date of the Offer shall be the later of: (i) the date that the General Partner receives such written notice from the Interest Holder; or (ii) sixty (60) days following such Involuntary Disposition.
Involuntary Disposition. Prior to or upon any involuntary Disposition of Stock, Employee (for the purposes of this Paragraph such term includes Employee's estate or the heirs thereof holding Stock from Employee and his personal representative) shall send notice thereof as provided above disclosing in full to the Company the nature and details of such involuntary Disposition. If the Company exercises its option to purchase such Stock, the purchase price shall be the Repurchase Value per share (as described in paragraph 1.1(f) of this Agreement) as of the date of such notice and shall be paid by the Company to the holder of the Stock, if such involuntary Disposition has occurred, or Employee, if it has not, in equal annual installments over a five-year period, with the first such annual installment being due six months following the date of the purchase and an additional annual installment being due on each annual anniversary date of such first installment until all five annual installment payments have been made. The amount due shall bear interest from the date of purchase until paid with accrued interest being due with each installment payment of principal. Subject to the minimum and maximum interest rates hereinafter set forth, the interest shall initially be computed at a rate equal to the national prime rate as published in the Wall Street Journal on the date of purchase. Such rate of interest shall be applicable for one year after the date of purchase. The rate of interest shall be adjusted on the date exactly one year after the date of purchase and on each annual anniversary date thereafter to the national prime rate as published in the Wall Street Journal on such date (or the next business day if such date is not a business day). Each time the interest rate is adjusted, it shall be applicable for the one year period following the date of adjustment. Notwithstanding the preceding language of this paragraph 2.1(f), in no event shall the interest rate ever be less than seven percent (7%) per annum or more than thirteen percent (13%) per annum. The Company may prepay the amount due at any time without premium or penalty.
Involuntary Disposition. Before the occurrence of any involuntary disposition (including, but not limited to, bankruptcy, insolvency, judgment lien or court order) of Units or Economic Interest, the Member subject to the involuntary disposition shall give the Company written notice disclosing in full the nature and details of the involuntary disposition and the Company shall have the continuing option to purchase the Units or Economic Interest affected by such involuntary disposition following receipt of such notice.
Involuntary Disposition. 5.6 If all of the Ballard Common Shares owned by the mxxxxxx of either the DCX Group or the Ford Group are acquired by a Third Party, without the consent of holders of such shares, by way of a compulsory acquisition, going private transaction or other transaction to which such holder has not consented (an "INVOLUNTARY DISPOSITION"),
