Disposition Requirement Sample Clauses

Disposition Requirement. If a Shareholder or any of its Affiliates shall engage in the Telecommunications Business in Mexico as permitted by Sections 5.2(b), 5.2(h), 5.2(i), 5.2(j) or (to the extent provided therein) 5.2(k), and the Person engaging in such Telecommunications Business becomes a major direct competitor of the Corporation, the Corporation may notify the Shareholder of such fact. If such notice is given, the Shareholder shall, within 60 days of receipt of such notice, either (a) offer (or cause the relevant Affiliate to offer) the Corporation the opportunity to purchase a one hundred percent (100%) interest in the Shareholder's or such Affiliate's share of such Telecommunications Business in Mexico at a price equal to one hundred percent (100%) of the fair market value of the Shareholder's (or its Affiliate's) interest and otherwise on the same terms and conditions as are then applicable to the Shareholder or such Affiliate, (b) if the Telecommunications Business in Mexico is not at the corporate or entity level of the Person in whom the Shareholder or its Affiliate owns an interest, but is rather at a subsidiary level, and it is impractical for the Shareholder to offer to sell the required interest to the Corporation at the corporate or entity level of such Telecommunications Business in Mexico, offer (or cause the relevant Affiliate to offer) the Corporation the opportunity to purchase an interest at the level at which the opportunity is available to the Shareholder or Affiliate (in which case the offered interest shall equal one hundred percent (100%) of the quotient of the value of such Telecommunications Business in Mexico divided by the total value of the interest owned by and opportunity available to the Shareholder (or Affiliate), determined as of the date of the proposed sale, and the price shall be the fair market value of the offered interest), (c) agree to divest itself of its interest in such Telecommunications Business in Mexico within one year of the date of the Corporation's notice, or (d) in the case of the Vodafone Shareholder Group, offer to sell to the Verizon Shareholder Group or its designee all of its Shares and, in the case of the Verizon Shareholder Group, offer to sell to any one or more members of the Vodafone Shareholder Group all of its Shares, in each case, at a price equal to the then current market value of such Shares, or if no market exists for such Shares, at the then fair market value thereof, in which case the Vodafone Shareholder ...
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Related to Disposition Requirement

  • Notification Requirement Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

  • Notification Requirements The Borrowers shall timely give to the Agent and each of the Lenders the following notices:

  • Distribution Requirements Subject to the Alternative Election or Spouse Beneficiary provisions below,

  • Registration Requirements The Company shall use its reasonable best efforts to effect the registration of the resale of the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the resale of all the Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Holder. Such reasonable best efforts by the Company shall include, without limitation, the following:

  • Repatriation Requirements The Employee agrees to promptly repatriate proceeds resulting from the sale of Shares acquired under the Program to a foreign currency account at an authorized bank in Russia if legally required at the time Shares are sold and to comply with all applicable local foreign exchange rules and regulations. Neither the Company nor any of its Subsidiaries shall be liable for any fines or penalties resulting from the Employee’s failure to comply with applicable laws.

  • Assumption Requirements Any Assumption permitted under this Agreement shall be performed in accordance with Prudent Servicing Practices. In connection with an Assumption of an assumable Mortgage Loan, the Servicer shall process such Assumption as provided for in the Mortgage Note or the Mortgage Note Assumption Rider and shall verify that:

  • Construction Requirements a) All Life and Safety and applicable Building Codes will be strictly enforced (i.e., tempered glass, fire dampers, exit signs, smoke detectors, alarms, etc.). Prior coordination with the Building Manager is required.

  • Satisfaction Requirement If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser, to any holder of Notes or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser, such holder or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

  • Information Requirements (a) The Company covenants that, if at any time before the end of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder of Registrable Securities and take such further reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.

  • Registration Requirement Notwithstanding anything else in this Section 6, no Warrants (including any Private Warrants) may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares (other than Warrant Shares to be issued upon exercise of any Private Warrant) is current. The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants (other than Warrant Shares to be issued upon exercise of any Private Warrant) from the date the Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise Period, a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is not effective under the Act, all the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and worthless, and as a result purchasers of the Units will have paid the full Unit price solely for the share of Common Stock included in each Unit. In no event shall the Warrants be settled on a net cash basis nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant.

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