Alternative Disposition. If the Company Termination Fee becomes payable by the Company (i) pursuant to Section 7.3.1(ii) of the Merger Agreement and then (1) any Subject Shares are Transferred (which for purposes of this clause (1) shall not include an “offer for sale”) by the Company Stockholder within the twelve (12) month anniversary of the commencement of the Offer in connection with any Acquisition Proposal; (2) in the event of a sale of all or a substantial amount of all of the Company’s assets within the twelve (12) month anniversary of the commencement of the Offer in connection with any Acquisition Proposal or any distribution is made in connection with any such Acquisition Proposal; or (3) a bona fide binding agreement to effectuate a transaction described in the foregoing clause (1) or (2) (without reference to the 12 month time limits therein) is entered into prior to the twelve (12) month anniversary of the commencement of the Offer and such transaction (as may be amended or modified) is thereafter consummated (an “Alternative Disposition”) or (ii) pursuant to Section 7.3.1(i) of the Merger Agreement (the occurrence of the event described in clause (c) thereof, also an “Alternative Disposition” hereunder), then, within three (3) Business Days after the consummation of any such Alternative Disposition, the Company Stockholder shall tender and pay to, or shall cause to be tendered and paid to, Parent, or its designee, in immediately available funds, or to the extent the Alternate Transaction Consideration does not entirely consist of cash, at the Company Stockholder’s option, in a proportionate amount of all such consideration, the Profit realized by the Company Stockholder from any such Alternative Disposition.
Alternative Disposition. The Plan Administrator under Sections 7.07(A) or (B) operationally may dispose of a lost Participant's Account in any reasonable manner. The Plan Administrator may adopt a policy under this Section 7.07 as it deems reasonable or appropriate to administer the Accounts of lost Participants, provided that: (1) the terms of any such policy must be uniform and nondiscriminatory; and (2) the Plan Administrator must administer the policy in a uniform and nondiscriminatory manner.
Alternative Disposition. If any of the Total Shares are sold, transferred, exchanged, canceled or disposed of in connection with or as a result of any Acquisition Proposal (as defined for purposes of Section 5.18(c)(ii) of the Merger Agreement) that is in existence on or that has been otherwise made prior to the Termination Date (an "ALTERNATIVE DISPOSITION") then, within five business days after the closing of such Alternative Disposition, Stockholder will tender and pay to, or will cause to be tendered and paid to, Parent, or its designee, in immediately available funds, an amount equal to 50% of the Profit realized from such Alternative Disposition. As used in this Section 3, "PROFIT" will mean an amount equal to the excess, if any, of (i) the Alternative Transaction Consideration over (ii) the Current Transaction Consideration. As used in this Section 3, "ALTERNATIVE TRANSACTION CONSIDERATION" will mean all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by Stockholder in respect of the Total Shares in connection with or as a result of such Alternative Disposition or any agreements or arrangements (including, without limitation, any employment agreement (except a bona fide employment agreement pursuant to which Stockholder is required to devote, and under which Stockholder in good faith intends to devote, substantially all of Stockholder's business time and effort to the performance of executive services for the Company in a manner substantially similar to Stockholder's current employment arrangements with the Company), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by Stockholder as a part of or in connection with the Alternative Disposition or associated Acquisition Proposal (such amounts to be calculated as of the date of consummation of such Alternative Disposition and assuming, for calculation purposes, Stockholder holds such number of Total Shares as set forth in Part A, Column 1 of Schedule I attached hereto without regard to the actual beneficial ownership of such shares). As used in this Agreement, "CURRENT TRANSACTION CONSIDERATION" will mean the sum of all amounts to be received, directly or indirectly, by Stockholder pursuant to Article II of the Merger Agreement (such amounts to be calculated as of the Termination Date and assuming, for calcula...
Alternative Disposition. If, as provided in Section 15.1 or 15.2, FCCL discontinues or curtails the purchase of Chips or Pulplogs produced by TimberWest, TimberWest may dispose of such Chips or Pulplogs during or after such discontinuance or curtailment as it sees fit except that:
(a) TimberWest will, before entering into any agreement to dispose of such Chips or Pulplogs, notify FCCL of its intention to do so, and TimberWest will not dispose of such Chips or Pulplogs if FCCL notifies TimberWest, within 5 Business Days after the date of receipt of such notice, that FCCL will purchase such Chips or Pulplogs upon production on condition, at FCCL's option, that they are stored at a TimberWest Facility until the end of the discontinuance or curtailment, except that if Chip inventories at any TimberWest Facility at which such Chips or Pulplogs are stored during such discontinuance or curtailment impair TimberWest's operations, TimberWest may, notwithstanding any commitment made by FCCL under this Subsection, dispose of and deliver to a third party such volume of Chips or Pulplogs as is necessary to relieve such impairment (and promptly refund to FCCL any amounts paid by FCCL for such Chips or Pulplogs), unless FCCL agrees to accept delivery of such volume in a timely manner;
(b) subject to Section 15.10, TimberWest will not enter into any agreement concerning the disposition of Chips or Pulplogs that would conflict with FCCL's right to resume the purchase of Chips or Pulplogs under this Agreement; and
(c) FCCL may, after the end of such discontinuance or curtailment, purchase any Chips or Pulplogs that have not been disposed of and which are stockpiled or stored, by delivering not less than 10 Business Days' notice to TimberWest of the quantity of such stockpiled Chips or stored Pulplogs that it wishes to purchase under this Agreement stipulating a rate of delivery of Chips or Pulplogs that will not interfere with the efficiency of the TimberWest Facilities at which such Chips or Pulplogs are located and confirming that FCCL will take the risk of any impairment of the quality of the Chips or Pulplogs resulting from the stipulated rate of delivery.
Alternative Disposition. The Plan Administrator under Sections 7.07(A) or (B) operationally may dispose of a lost Participant’s Account in any reasonable manner which is not inconsistent with Applicable Law. The Plan Administrator may adopt a policy under this Section 7.07 as it deems reasonable or appropriate to administer the Accounts of lost Participants, provided that: (1) the terms of any such policy must be uniform and nondiscriminatory; (2) the Plan Administrator must administer the policy in a uniform and nondiscriminatory manner; and (3) the policy must not be inconsistent with Applicable Law. The Plan Administrator also may administer lost Participant Accounts consistent with Applicable Law which is contrary to any provision of Section 7.07, unless such Applicable Law requires a Plan amendment, in which case the Employer within any required deadline will amend the Plan to comply.
Alternative Disposition. Credit to Volume Commitments (Crown Curtailment) ...
Alternative Disposition. If FCCL has directed a discontinuance or reduction under Section 8.1 or 8.3, TimberWest may dispose of the Logs which would otherwise have been offered for sale to Fibre Suppliers during such discontinuance or reduction as it sees fit except that TimberWest will not enter into any agreement concerning the disposition of Logs that would conflict with FCCL's right to direct the resumption of offers to Fibre Suppliers in respect of the sale of Logs by TimberWest under this Agreement.
Alternative Disposition. If, as provided in Section 11.1, the Purchaser discontinues or curtails the purchase of Chips or Residual Fibre, the Seller may dispose of such Chips or Residual Fibre during such discontinuance or curtailment, except that:
Alternative Disposition. In the event Keystone or its Clients elect auction or an alternative disposition strategy as a preferred liquidation method, Broker is to assist in coordinating required efforts and communication with respect to the auction process and any and all parties involved. In addition, Broker will be required to make any adjustments to the property’s listing within the Multiple Listing Service(s) and all additional marketing to ensure alignment with the alternative disposition strategy.
Alternative Disposition. Notwithstanding the other provisions of this Article 11, the Purchaser shall not be obligated to register any Registrable Securities of any Holder pursuant to this Article 11 if, in the opinion of counsel to the Purchaser, the sale or other disposition of the Registrable Securities of such Holder or Holders could be effected without registration under the Securities Act during the four (4) week period immediately preceding the effective date of the registration.
