Common use of Disposition Transaction Clause in Contracts

Disposition Transaction. Upon the occurrence of a Disposition Transaction, as defined below, Executive shall be entitled to receive for each share of common stock then owned by Executive and for each vested but unexercised share subject to the Option, consideration per share of not less than, and payable on the same terms as, the consideration per share received by Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xxd/or Regent Court Technologies, L.L.C., as a result of the Disposition Transaction, and/or to participate on terms no less favorable than terms available to Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xxd/or Regent Court Technologies, L.L.C., in the case of a Deposition Transaction involving issuance by the Company of shares of its stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. A "Disposition Transaction" shall occur if at any time after the date hereof, the Company, Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xx Regent Court Technologies, L.L.C., or any combination thereof (1) accepts any offer to purchase thirty percent (30%) or more of the aggregate shares of capital stock of the Company actually or beneficially owned by Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xxd/or Regent Court Technologies, L.L.C., and/or (2) accepts any offer to purchase shares of the capital stock of the Company constituting at least fifty percent (50%) of all of the then outstanding shares of the Company, and/or (3) accepts any offer to merge or consolidate the Company, or enter into a share exchange, with another corporation or entity, and/or (4) accepts any offer to sell all or substantially all of the assets of the Company, and/or (5) accepts any other offer to enter into a transaction the result of which will be to transfer voting control of the Company to any party other than Franxxx X'Xxxxxxx, Xx., X.D., Willxxxx, xxd/or Regent Court Technologies, L.L.C., and/or (6) enters into any agreements in connection with, or undertakes, the issuance of shares of the Company's stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. The Company and Willxxxx xxxh covenant and agree not to enter into any Disposition Transaction that does not expressly recognize and give effect to the terms of this Section 2.e.v.

Disposition Transaction. Upon the occurrence of a Disposition Transaction, as defined below, Executive shall be entitled to receive for each share of common stock then owned by Executive and for each vested but unexercised share subject to the Executive’s Stock Option, consideration per share of not less than, and payable on the same terms as, the consideration per share received by Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., as a result of the Disposition Transaction, and/or to participate on terms no less favorable than terms available to Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., in the case of a Deposition Transaction involving issuance by the Company of shares of its stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. A "“Disposition Transaction" ” shall occur if at any time after the date hereof, the Company, Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xx or Regent Court Technologies, L.L.C., or any combination thereof (1a) accepts any offer to purchase thirty percent (30%) or more of the aggregate shares of capital stock of the Company actually or beneficially owned by Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., and/or (2b) accepts any offer to purchase shares of the capital stock of the Company constituting at least fifty percent (50%) of all of the then outstanding shares of the Company, and/or (3c) accepts any offer to merge or consolidate the Company, or enter into a share exchange, with another corporation or entity, and/or (4d) accepts any offer to sell all or substantially all of the assets of the Company, and/or (5e) accepts any other offer to enter into a transaction the result of which will be to transfer voting control of the Company to any party other than Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., and/or (6) enters into any agreements in connection with, or undertakes, the issuance of shares of the Company's stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. L.L.C. The Company covenants and Willxxxx xxxh covenant and agree agrees not to enter into any Disposition Transaction that does not expressly recognize and give effect to the terms of this Section 2.e.v2.4.

Disposition Transaction. Upon the occurrence of a Disposition Transaction, as defined below, Executive shall be entitled to receive for each share of common stock then owned by Executive and for each vested but unexercised share subject to the any Stock Option, consideration per share of not less than, and payable on the same terms as, the consideration per share received by Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxx X. Xxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., as a result of the Disposition Transaction, and/or to participate on terms no less favorable than terms available to Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxx X. Xxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., in the case of a Deposition Transaction involving issuance by the Company of shares of its stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. A "“Disposition Transaction" ” shall occur if at any time after the date hereof, the Company, Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxx X. Xxxxxx, xx or Regent Court Technologies, L.L.C., or any combination thereof (1a) accepts any offer to purchase thirty percent (30%) or more of the aggregate shares of capital stock of the Company actually or beneficially owned by Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxx X. Xxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., and/or (2b) accepts any offer to purchase shares of the capital stock of the Company constituting at least fifty percent (50%) of all of the then outstanding shares of the Company, and/or (3c) accepts any offer to merge or consolidate the Company, or enter into a share exchange, with another corporation or entity, and/or (4d) accepts any offer to sell all or substantially all of the assets of the Company, and/or (5e) accepts any other offer to enter into a transaction the result of which will be to transfer voting control of the Company to any party other than Franxxx X'XxxxxxxXxxxxxx X’Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxx X. Xxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., and/or (6) enters into any agreements in connection with, or undertakes, the issuance of shares of the Company's stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. L.L.C. The Company covenants and Willxxxx xxxh covenant and agree agrees not to enter into any Disposition Transaction that does not expressly recognize and give effect to the terms of this Section 2.e.v2.3.

Disposition Transaction. Upon the occurrence of a Disposition Transaction, as defined below, Executive shall be entitled to receive for each share of common stock then owned by Executive and for each vested but unexercised share subject to the Executive's Stock Option, consideration per share of not less than, and payable on the same terms as, the consideration per share received by Franxxx Xxxxxxx X'Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., as a result of the Disposition Transaction, and/or to participate on terms no less favorable than terms available to Franxxx Xxxxxxx X'Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., in the case of a Deposition Transaction involving issuance by the Company of shares of its stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. A "Disposition Transaction" shall occur if at any time after the date hereof, the Company, Franxxx Xxxxxxx X'Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xx or Regent Court Technologies, L.L.C., or any combination thereof (1a) accepts any offer to purchase thirty percent (30%) or more of the aggregate shares of capital stock of the Company actually or beneficially owned by Franxxx Xxxxxxx X'Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., and/or (2b) accepts any offer to purchase shares of the capital stock of the Company constituting at least fifty percent (50%) of all of the then outstanding shares of the Company, and/or (3c) accepts any offer to merge or consolidate the Company, or enter into a share exchange, with another corporation or entity, and/or (4d) accepts any offer to sell all or substantially all of the assets of the Company, and/or (5e) accepts any other offer to enter into a transaction the result of which will be to transfer voting control of the Company to any party other than Franxxx Xxxxxxx X'Xxxxxxx, Xx., X.D.M.D., WillxxxxXxxxxx X. Xxxxxxxx, xxd/or and/or Regent Court Technologies, L.L.C., and/or (6f) enters into any agreements in connection with, or undertakes, the issuance of shares of the Company's stock in an offering pursuant to a registration statement filed with the Securities Exchange Commission. The Company covenants and Willxxxx xxxh covenant and agree agrees not to enter into any Disposition Transaction that does not expressly recognize and give effect to the terms of this Section 2.e.v2.5.