Effect of Prohibited Dispositions Sample Clauses

Effect of Prohibited Dispositions. Any attempted or purported Disposition of the Private Owner Interest (or any portion thereof) not strictly in accordance with the terms of this Agreement will be void ab initio and of no force or effect whatsoever. The Private Owner will not be entitled, and hereby specifically waives any right, to receive Company distributions during (i) the period between any attempted or purported Disposition of the Private Owner Interest (or any portion thereof) not strictly in accordance with the terms of this Agreement and the express rescission of such attempted or purported Disposition by the Private Owner and (ii) any period when the Private Owner is in violation of Section 8.2, provided that all such omitted Company distributions will (subject to Section 8.6) be made to the Private Owner (without interest) forthwith after the end of the relevant suspension period. The Initial Member will have the right to issue any applicable PO/Manager Distribution Instruction (and, in such case, will thereafter issue the applicable PO/Manager Distribution Reinstatement Notice following the end of the relevant suspension period) pursuant to Section 5.1(a) of the Custodial and Paying Agency Agreement in furtherance of the foregoing.
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Effect of Prohibited Dispositions. Any attempted or purported Disposition of the LLC Interest of the Private Owner (or any portion thereof) not strictly in accordance with the terms of this Agreement shall be void ab initio and of no force or effect whatsoever. The Private Owner shall not be entitled, and hereby specifically waives any right, to receive Company distributions during (i) the period between any attempted or purported Disposition of the LLC Interest of the Private Owner (or any portion thereof) not strictly in accordance with the terms of this Agreement and the express rescission of such attempted or purported Disposition by the Private Owner and (ii) during any period when a Member is in violation of Section 8.2, provided that all such omitted Company distributions shall (subject to Section 8.6) be made to the Private Owner (without interest) forthwith after the end of the relevant suspension period.
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Effect of Prohibited Dispositions. No actual or purported Disposition of any Company Interest of Member (or any portion thereof), or of any other right or interest of Member under this Agreement, whether voluntary or involuntary, in violation of any provision of this Agreement shall be valid or effective. The transferor of any Company Interest (or portion thereof) Disposed of in violation of any provision of this Agreement, until such Disposition or purported Disposition shall be rescinded, shall not be entitled to, and hereby specifically waives, any right to receive Company distributions from and after the date of such Disposition or purported Disposition or failure to comply, as the case may be. Notwithstanding the foregoing, to the extent that Member would have been entitled to Company distributions but for the preceding provisions of this Section 8.5 (“Omitted Distributions”), if and when such Disposition or purported Disposition shall be rescinded, Member shall be entitled to receive all such Omitted Dispositions (but no interest shall be paid thereon with respect to the period between the date such Omitted Dispositions would have been made but for this Section 8.5 and the date they are actually made).
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Effect of Prohibited Dispositions. No actual or purported Disposition of any Company Interest of a Member (or any portion thereof), or of any other right or interest of a Member under this Agreement, whether voluntary or involuntary, in violation of any provision of this Agreement shall be valid or effective.
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Related to Effect of Prohibited Dispositions

  • 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: (a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6; (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor; (e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness; (f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower; (g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower; (h) the Dispositions listed on Schedule 7.5(h); (i) Dispositions of properties subject to condemnation, eminent domain or taking; (j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property; (k) dispositions or use of cash and Cash Equivalents in the ordinary course of business; (l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and (m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof; (n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction; (o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9; (p) Dispositions of minority interests in joint ventures; and (q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).

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