Disposition of Held Interests Sample Clauses

Disposition of Held Interests. (a) Subject to the restrictions set forth in Section 2(e) of the Repurchase Agreement arising from certain regulatory matters and from the charter and bye-laws of ALRE, RCH shall sell, transfer, assign or take such other actions as may be requested in writing by XL or the XL Sub with respect to the Held Interests. RCH shall take any such requested action as promptly as reasonably practicable and in the manner specified in writing by XL or the XL Sub (including, but not limited to, the selection of the broker effecting any sale of common shares of ALRE). All proceeds from the sale of any of the Held Interests and all dividends and other distributions of any nature (other than stock dividends, which shall remain subject hereto as provided herein) shall be paid or delivered to the XL Sub (or to such other person as XL or the XL Sub shall direct in writing). RCH shall pay any cash dividends, any cash proceeds and any other cash distributions arising with respect to the Held Interests to XL or the XL Sub by wire transfer of immediately available funds to a bank account designated by XL or the XL Sub in writing to RCH, such payment to be made within one business day of receipt by RCH of such designation from XL or the XL Sub. RCH shall deliver any other proceeds, dividends or distributions of any nature arising in connection with the Held Interests (other than stock dividends, which shall remain subject hereto as provided herein) to XL or the XL Sub in the manner specified in writing by XL or the XL Sub to RCH, such delivery to be made as promptly as reasonably practicable, and in any event within three business days of receipt by RCH of such written notice.
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Disposition of Held Interests. (A) SUBJECT TO THE RESTRICTIONS SET FORTH IN SECTION 2(E) OF THE REPURCHASE AGREEMENT ARISING FROM CERTAIN REGULATORY MATTERS AND FROM THE CHARTER AND BYE-LAWS OF ALRE, RCH SHALL SELL, TRANSFER, ASSIGN OR TAKE SUCH OTHER ACTIONS AS MAY BE REQUESTED IN WRITING BY XL OR THE XL SUB WITH RESPECT TO THE HELD INTERESTS. RCH SHALL TAKE ANY SUCH REQUESTED ACTION AS PROMPTLY AS REASONABLY PRACTICABLE AND IN THE MANNER SPECIFIED IN WRITING BY XL OR THE XL SUB (INCLUDING, BUT NOT LIMITED TO, THE SELECTION OF THE BROKER EFFECTING ANY SALE OF COMMON SHARES OF ALRE). ALL PROCEEDS FROM THE SALE OF ANY OF THE HELD INTERESTS AND ALL DIVIDENDS AND OTHER DISTRIBUTIONS OF ANY NATURE (OTHER THAN STOCK DIVIDENDS, WHICH SHALL REMAIN SUBJECT HERETO AS PROVIDED HEREIN) SHALL BE PAID OR DELIVERED TO THE XL SUB (OR TO SUCH OTHER PERSON AS XL OR THE XL SUB SHALL DIRECT IN WRITING). RCH SHALL PAY ANY CASH DIVIDENDS, ANY CASH PROCEEDS AND ANY OTHER CASH DISTRIBUTIONS ARISING WITH RESPECT TO THE HELD INTERESTS TO XL OR THE XL SUB BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO A BANK ACCOUNT DESIGNATED BY XL OR THE XL SUB IN WRITING TO RCH, SUCH PAYMENT TO BE MADE WITHIN ONE BUSINESS DAY OF RECEIPT BY RCH OF SUCH DESIGNATION FROM XL OR THE XL SUB. RCH SHALL DELIVER ANY OTHER PROCEEDS, DIVIDENDS OR DISTRIBUTIONS OF ANY NATURE ARISING IN CONNECTION WITH THE HELD INTERESTS (OTHER THAN STOCK DIVIDENDS, WHICH SHALL REMAIN SUBJECT HERETO AS PROVIDED HEREIN) TO XL OR THE XL SUB IN THE MANNER SPECIFIED IN WRITING BY XL OR THE XL SUB TO RCH, SUCH DELIVERY TO BE MADE AS PROMPTLY AS REASONABLY PRACTICABLE, AND IN ANY EVENT WITHIN THREE BUSINESS DAYS OF RECEIPT BY RCH OF SUCH WRITTEN NOTICE.
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Related to Disposition of Held Interests

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

  • Disposition of Property Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

  • No Disposition of Collateral Secured Party does not authorize, and Debtor agrees not to:

  • DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS In disposing of Collateral hereunder, Bank may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred, Bank shall retain all rights, powers, privileges and remedies herein given.

  • Use and Disposition of Collateral None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by Section 6.02

  • Disposition of Proceeds The Security Documents contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Collateral Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to their as-extracted collateral in the form of production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Documents further provide in general for the application of such proceeds to the satisfaction of the Obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Documents, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

  • Notice of Disposition of Collateral Debtor hereby agrees that notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if sent to Debtor, addressed as set forth in Article X, at least ten (10) days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition may be made.

  • Disposition of Pledged Interests by Agent None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Disposition of Proceeds on Exercise of Warrants A. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of shares of the Company's stock through the exercise of such Warrants.

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