Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs:
(i) any reclassification (other than as described in Section 3(a)) or exchange of the Common Stock;
(ii) any merger, consolidation or other combination to which the Company is a constituent party; or
(iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive cash, securities and/or other property for their shares of Common Stock, then, as a condition precedent to such Disposition Event, proper and adequate provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant, the Holder shall be entitled upon the exercise of this Warrant at any time after the consummation of such Disposition Event, to the extent this Warrant is not exercised in full prior to such Disposition Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Disposition Event, in lieu of the Common Stock otherwise issuable upon such exercise of this Warrant prior to such Disposition Event, the kind and amount of cash, securities and/or other property to which such Holder would have been entitled upon the consummation of such Disposition Event if such Holder had exercised this Warrant immediately prior thereto. In determining the kind and amount of cash, securities and/or other property receivable upon exercise of this Warrant following the consummation of such Disposition Event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Disposition Event, then the Holder shall have the right to make a similar election upon exercise of this Warrant with respect to the kind and amount of cash, securities and/or other property which the Holder will receive upon exercise of this Warrant. The Company may not cause, or agree to cause or permit to occur, a Disposition Event, unless the issuer of any securities or other property into which this Warrant thereafter becomes exercisable (if other than the Company) agrees, for the express benefit of the holders of record of this Warrant (including making them beneficiaries of such agreement), to issue such securities or other property and to otherwise assume the due and punctual observance and performance of each and eve...
Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs:
(a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);
(b) any merger, consolidation or other combination involving the Company; or
(c) any sale or conveyance of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all of the holders of Common Stock shall be entitled to receive Cash, securities or other property for their shares of Common Stock, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to each $1,000 principal amount of Notes converted following the effective date of any Disposition Event, shall be calculated based on the kind and amount of Cash, securities or other property (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Convers...
Disposition Events. Upon the date of receipt of any Net ------------------ Available Proceeds from any Disposition Event other than Dispositions made pursuant to Section 9.19, in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Disposition Event; provided, however, -------- ------- that (x) the Net Available Proceeds from any Disposition Event permitted by Sections 9.06(g) and 9.06(n) shall not be required to be applied as provided herein on such date if and to the extent that (1) no Default or Event of Default then exists and (2) Borrower delivers an Officer's Certificate to the Administrative Agent on or prior to such date stating that such Net Available Proceeds shall be reinvested in capital assets of Borrower or any Subsidiary in each case within the 365 day period following the date of such Disposition Event (which certificate shall set forth the estimates of the proceeds to be so expended), (y) all such Net Available Proceeds shall be held in the Collateral Account and released therefrom only in accordance with the terms of the Security Agreement, and (z) if all or any portion of such Net Available Proceeds not so applied as provided herein is not so used (or committed to be used pursuant to a binding written agreement) within such 365 day period, such remaining portion shall be applied on the last day of such period as specified in Section 2.10(b) (it being understood that the foregoing shall in no way affect the obligation of Borrower to obtain the consent of the Majority Lenders if required pursuant to this Agreement).
Disposition Events. If any of the following events (a “Disposition Event”) occurs:
(a) any reclassification of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);
(b) consolidation, merger, or other combination involving the Company; or
(c) sale or conveyance to another Person of all or substantially all of the assets of the Company; in each case, in which holders of outstanding Common Stock would be entitled to receive Cash, securities or other property for their shares of Common Stock, if a Holder converts its Notes on or after the effective date of any such event, subject to the right of the Company to settle all or a portion of the Conversion Obligation with respect to such Notes in Cash (other than solely Cash in lieu of any fractional shares), and the right of the Company to irrevocably elect Net Share Settlement, Notes will be convertible into, in lieu of the shares of Common Stock otherwise deliverable, the same type (in the same proportions) of consideration received by holders of Common Stock in the relevant event (collectively, “Reference Property”). If the Company elects to settle all or any portion of the Conversion Obligation in Cash (other than solely Cash in lieu of any fractional shares) or if the Company irrevocably elects Net Share Settlement, Holders shall receive in connection with any conversion (1) Cash in an amount equal to the portion of the Conversion Obligation that Company has elected to settle with Cash (which shall be at least equal to the lesser of (x) the aggregate principal amount of Notes to be converted and (y) the relevant Conversion Value, if the Company has irrevocably elected Net Share Settlement); and (2) in lieu of the shares of Common Stock otherwise deliverable, if any, Reference Property. If the Company elects to settle any conversion in whole or in part by delivering Cash in respect the Conversion Obligation (other than solely Cash in lieu of any fractional shares) or if the Company irrevocably elects Net Share Settlement, the amount of Cash and any Reference Property that the Holders will receive will be based on the Daily Share Amounts of Reference Property and the Applicable Conversion Rate as set forth in Section 10.02. If the Disposition Event provides the holders of Common Stock with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the R...
Disposition Events. Within one Business Day after receipt by any Company of any Net Available Proceeds from any Disposition Event, in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Disposition Event; provided, however, that
Disposition Events. Subject to Section 2(c)(2), if any of the following events occurs (other than (i) any stock split or combination to which Section 2(g)(1) is applicable or (ii) a liquidation, dissolution, winding up or other transaction to which “Section 5. Liquidation” of the Certificate of Designations is applicable) (any such event, a “Disposition Event”):
(i) any reclassification or exchange of the Class A Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);
(ii) any merger, consolidation or other combination to which the Parent is a constituent party;
(iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Parent to any other person; or
(iv) the payment of an extraordinary cash dividend which would be treated as a “corporate transaction” within the meaning of the regulations promulgated under Section 424(a) of the U.S. Internal Revenue Code (or any successor provision); and in each case, as a result of which event, all of the holders of Class A Common Stock shall be entitled to receive cash, securities or other property for their shares of Class A Common Stock, the Parent or the successor or purchasing person, as the case may be, shall provide that any Vested Series A Preferred Stock exchanged following the effective date of any Disposition Event, may be exchanged, in lieu of the Class A Common Stock that the Parent otherwise had the option of delivering in lieu of cash upon exchange of Vested Series A Preferred Stock, into the same amount and type (in the same proportion) of cash, securities or other property (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Class A Common Stock, with the amount of such Reference Property to be received for each share of Vested Series A Preferred Stock determined based upon the Exchange Amount in effect immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Class A Common Stock with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Class A Common Stock.
Disposition Events. (a) Notwithstanding any other provision of this Agreement, if a Disposition Event is approved in accordance with the Stockholders Agreement and consummated in accordance with applicable law, at the request of the Partnership (or following such Disposition Event, its successor) or TMHC (or following such Disposition Event, its successor), each of the Limited Partners shall be required to exchange with TMHC, at any time and from time to time after, or simultaneously with, the consummation of such Disposition Event, all of such Limited Partner’s Common Units and shares of Class B Common Stock for aggregate consideration for each Common Unit and corresponding share of Class B Common Stock that is equal to the consideration payable in respect of each share of Class A Common Stock in connection with the Disposition Event, provided, however, that in the event of a Disposition Event intended to qualify as a reorganization within the meaning of Section 368(a) of the Code or as a transfer described in Section 351(a) or Section 721 of the Code, a Limited Partner shall not be required to exchange Common Units or shares of Class B Common Stock pursuant to this Section 3.8(a) unless either (i) TPG Cayman and Oaktree Cayman collectively hold less than 5% of the Common Units and shares of Class B Common Stock that were held by TPG Cayman and Oaktree Cayman immediately prior to the IPO (after giving effect to any unit or stock split, reverse unit or stock split, unit or stock distribution or dividend or similar event) or (ii) as a part of such transaction, the Limited Partners are permitted to exchange their Common Units and shares of Class B Common Stock for securities in a transaction that is expected to permit such exchange without current recognition of gain or loss, for U.S. and non-U.S. tax purposes, for the direct and indirect holders of Common Units and shares of Class B Common Stock (except to the extent that property other than securities is received in such exchange) based on a “should” or “will” level opinion from independent tax counsel of recognized standing and expertise.
(b) Notwithstanding any other provision in this Agreement, in a Disposition Event where the consideration payable in such Disposition Event is other than all-cash, if such Disposition Event is consummated in a manner that results in TMHC no longer directly holding Common Units, the new holder of such Common Units (the “Acquiror”) shall (i) become a Limited Partner and shall assume all of TM...
Disposition Events. Within one Business Day after receipt by Holdings or any Company of any Net Available Proceeds from any Disposition Event under Section 9.06(g), in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Disposition Event (it being understood that applications pursuant to this Section 2.10(a)(iv) shall not be duplicative of Section 2.10(a)(iii) above); PROVIDED, HOWEVER, that
Disposition Events. Within 10 Business Days after receipt by ------------------ any Company of any Net Available Proceeds from any Disposition Event permitted under Section 9.06(g), in an aggregate principal amount equal to 100% of the Net Available Proceeds from such Disposition Event; provided, -------- however, that -------
Disposition Events. Sovereign hereby represents and warrants that no Disposition Event (as defined in the Notes) has occurred with respect to any Eligible Policy or Underlying ILIT Loan Documents except as set forth on Exhibit H hereto.
