Common use of Disposition Event Clause in Contracts

Disposition Event. Disposition Event shall mean: (a) any sale or change in ownership of all or substantially all of the assets of the Company, Target or GAC. A change in the ownership of a substantial portion of the Company’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in Treas. Reg. §1.409A-3(i)(5)(v)(B)) acquires (or has acquired within the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; (b) any merger or consolidation of the Company, or any transaction as a result of which the Company is acquired by the purchase of all or substantially all of its Common Stock, as a result of which, in each such case, the holders of a majority of the Common Stock before such merger, consolidation or sale cease to hold, directly or indirectly, a majority of the common stock of the Company or its successor immediately following such merger, consolidation or sale; (c) any merger or consolidation of Target (other than a merger or consolidation of the Company and Target or a merger of Target with another of the Company’s existing Subsidiaries), or any transaction as a result of which the Target is acquired by the purchase of all or substantially all of its membership interests, as a result of which, in each such case, the holders of a majority of the membership interests of the Target before such merger, consolidation or sale cease to hold, directly or indirectly, a majority of the membership interests of the Target or common stock of the Target or its successor immediately following such merger, consolidation or sale; or (d) any Qualified Public Offering.

Disposition Event. Disposition Event shall mean: (a) any sale or change in ownership of all or substantially all of the assets of the Company, Target or GAC. A change in the ownership of a substantial portion of the Company’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in Treas. Reg. §§ 1.409A-3(i)(5)(v)(B)) acquires (or has acquired within the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; (b) any merger or consolidation of the Company, or any transaction as a result of which the Company is acquired by the purchase of all or substantially all of its Common Stock, as a result of which, in each such case, the holders of a majority of the Common Stock before such merger, consolidation or sale cease to hold, directly or indirectly, a majority of the common stock of the Company or its successor immediately following such merger, consolidation or sale; (c) any merger or consolidation of Target (other than a merger or consolidation of the Company and Target or a merger of Target with another of the Company’s existing Subsidiaries), or any transaction as a result of which the Target is acquired by the purchase of all or substantially all of its membership interests, as a result of which, in each such case, the holders of a majority of the membership interests of the Target before such merger, consolidation or sale cease to hold, directly or indirectly, a majority of the membership interests of the Target or common stock of the Target or its successor immediately following such merger, consolidation or sale; or (d) any Qualified Public Offering.