Anti-embarrassment Sample Clauses

Anti-embarrassment. In the event that, within 12 months from the date of completion of the transfer by a Bank in favor of NP of its participation (the “Relevant Participation”) as a result of the exercise of the Put Option by such Bank and/or of the Call Option by NP, and

Anti-embarrassment. 12.1 The following additional definitions shall apply for the purpose of this Clause 12: control has the meaning given to it in section 840 of the Income and Corporation Taxes Act 1988 and controlling interest shall be construed accordingly. Disposal means any event the effect of which is that, whether by one transaction or a series of related transactions, any person or group of persons (not being a member of the Purchaser’s Group and whether connected to each other or not) (a Third Party): (a) obtains, whether directly or indirectly, an interest in shares or any other securities (including, without limitation, any securities convertible into shares or options over shares) of any Group Company which confer (or which would confer on conversion of any securities or on the exercise of any options or otherwise) a controlling interest in that Group Company (a Share Disposal); Or (b) acquires all or substantially all of the assets or undertaking of a Group Company (an Assets Disposal), and such events shall include (without limitation): (c) any sale, merger, joint venture or listing or admission to trading on any investment or securities exchange or dealing facility which results in a Third Party holding, directly or indirectly, a controlling interest in a Group Company; or (d) any issue of shares or securities (including, without limitation, any securities convertible into shares or options over shares) which causes (or which would on conversion or exercise cause) a Third Party to hold, directly or indirectly, a controlling interest in a Group Company; or (e) any sale of all or substantially all of the assets or undertaking of a Group Company; collectively being Related Disposal Events; or (f) the entry into by the Purchaser or a member of the Purchaser’s Group of any agreement, arrangement or other binding commitment (whether conditional, contingent or otherwise) the effect of which would be (whether directly or upon satisfaction of conditions or the occurrence of contingencies or otherwise) to effect a Disposal (a Disposal Agreement).

Anti-embarrassment. 16.1. For the purposes of this clause 16 each of the following words and expressions shall, unless the context otherwise requires, have the following meaning:

Anti-embarrassment. 5.1 The Buyer hereby covenants with the Seller that the Buyer shall pay to the Seller a sum equal to 50% of the net proceeds (less the Consideration) if a disposal of the Designated Intellectual Property is made within 24 months of the Completion Date.