Disposition Transactions Sample Clauses

Disposition Transactions. In the circumstances specified in this Section 10, WWC or the Company, as applicable, shall have the right, or be subject to the obligation, as the case may be, to effect in the manner provided in this Section 10 a Repurchase (as defined below) or, if applicable, a Public Sale (such Repurchase or Public Sale being referred to as a "Disposition Transaction") of all (or such portion as may be specified in this Section 10) of the shares of Common Stock held by the Investor. (a) Upon delivery of notice by the Investor of any exercise of the Investor's demand registration rights under Section 11(b)(i), the Company shall proceed to register under the Securities Act, in accordance with Section 11(b), the amount of Registrable Securities owned by the Investor specified in such notice delivered by the Investor. WWC (or, if WWC so elects, the Company) will have the right, exercisable by delivery of written notice to the Investor within 30 days from the Investor's delivery of its notice pursuant to Section 11(b)(i), to require, concurrently with all actions necessary to effect the registration of the specified amount of Registrable Securities, the determination of the Private Market Value pursuant to the Appraisal Procedure. Upon determination of the Private Market Value, the Company shall complete the registration of such amount of Registrable Securities (which shall be pursuant to Section 11 and not this Section 10, which shall not be applicable) unless WWC elects, in its sole discretion, instead, to effect (or, if WWC so elects, to cause the Company to effect) a Repurchase of said securities at the Private Market Value per share so determined; provided, that any such Repurchase shall be completed within six months of the Investor's delivery of the demand registration notice pursuant to Section 11(b)(i). (i) If at any time Xxxxxxxxx Whampoa Limited ("HWL"), currently the 100% indirect owner of HTL, shall not, directly or indirectly, (A) hold at least 40% of the outstanding voting power of HTL and the Investor, and (B) be the single largest shareholder of HTL and the Investor, (the failure to maintain either of (A) or (B) above being hereinafter referred to as an "Investor Change of Ownership"), WWC (or, if WWC so elects, the Company) will have the right, exercisable by delivery of written notice to the Investor within 90 days after receipt of notice of the Investor Change of Ownership, to effect a Disposition Transaction covering all (and not less than all) of the ...
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Disposition Transactions. If during the Term of this Agreement (defined below) any one of the CNT Entities, in its sole discretion, decides to sell any of the Properties that it owns in the JF US Territory (“Disposition Transaction”), CNT shall give written notice of said decision (“Offer Notice”) to Venture. CNT shall give the Offer Notice to Venture in two circumstances. First, CNT shall, within thirty (30) days of the completion of CNT’s annual budget process during each calendar year prior to the Outside Date, give an Offer Notice to Venture (“Annual Offer Notice”). Second, CNT shall provide Venture with an Offer Notice with respect to any Properties that it decides to sell during the Term of this Agreement that were not included in the most recent Annual Offer Notice. Each Offer Notice shall be accompanied by a list of the Properties CNT has decided to sell, the closing dates for each of said Properties (which dates shall not be sooner than thirty (30) days after the date of the Offer Notice), and the following due diligence materials: operating statements, leases, reports relating to the physical and/or environmental condition of the applicable Properties, a statement of the estimated value of the applicable Properties from an independent industrial real estate broker with at least ten (10) years experience in the marketplace (which value shall not be binding on CNT or Venture) if in CNT’s possession, rent rolls and revenue and expense statements. CNT and Venture shall use reasonable efforts to agree upon the format and scope of such materials, but agree that the format and scope shall be similar to the materials typically provided by CNT to Venture in connection with the Sale Agreements.
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Disposition Transactions. In connection with any Disposition Transaction (including by any consolidation, conversion, merger or other business combination involving the Partnership in which Equity Securities are exchanged for or converted into cash, securities of a corporation or other business organization or other property, and any sale of all or substantially all of the assets of the Partnership), (a) none of the Members, the Company or the Partnership Group Companies shall enter into any definitive documentation relating to such Disposition Transaction unless the Partnership has delivered to the Class B Member a written undertaking that expressly provides that upon or prior to the closing of such Disposition Transaction, an amount of cash equal to the Base Preferred Return Amount shall be paid in respect of each Preferred Unit in redemption or liquidation of all outstanding Preferred Units, (b) the Class B Member shall not be obligated to be subject to any non-competition, non-solicitation, or similar restrictive covenants that may be binding on GSO or any of its Affiliates in connection with any Disposition Transaction and (c) upon the consummation of any Disposition Transaction, the Partnership shall have paid or shall concurrently pay an amount of cash equal to the Base Preferred Return Amount with respect to each Preferred Unit in redemption in full or liquidation of all outstanding Preferred Units. No Disposition Transaction may be consummated if the redemption of the outstanding Preferred Units contemplated by the immediately preceding sentence is not consummated in accordance with the terms hereof.
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Disposition Transactions. Except as expressly set forth in this Agreement, nothing contained in this Agreement, or any other communication between Lender and any Obligor, shall be construed as a waiver by Lender of any covenant or provision of the Loan Agreement, the other Loan Documents, this Agreement or any other contract or instrument between or among any Obligor or Lender, or of any similar future transaction and the failure of Lender at any time or times hereafter to require strict performance by any Obligor of any provision thereof shall not waive, affect or diminish any right of Lender to thereafter demand strict compliance therewith. Nothing contained in this Agreement shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect Lender’s right at any time to exercise any right, privilege or remedy in connection with the Loan Agreement or any other Loan Document, each as amended hereby, (ii) except as expressly provided herein, amend or alter any provision of the Loan Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealings or other basis for altering any obligation of any Obligor under the Loan Agreement or any other Loan Document or any right, privilege or remedy of Lender under the Loan Agreement, any other Loan Document or any other contract or instrument. Lender hereby reserves all rights granted under the Loan Agreement, the other Loan Documents, this Agreement and any other contract or instrument between or among any Obligor and Lender, each as amended hereby.
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Disposition Transactions. 21 3.25 Disclosure.................................................................20
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Disposition Transactions. Section 3.24 of the Company Disclosure Schedule contains a true and correct list of any and all Disposition Transactions, and all Contracts relating to Disposition Transactions.
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Related to Disposition Transactions

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Intercompany Transactions 72 Section 9.13

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

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