Involuntary Disposition any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any of its Subsidiaries.
Involuntary Disposition. In the event (a) the Shares, or any portion or interest therein, is involuntarily sold, transferred or otherwise disposed of, or an involuntary sale, transfer or disposal is threatened by any third person, whether by (i) sale upon the execution or in foreclosure of any pledge, hypothecation, lien or charge; (ii) acquisition of an interest therein by a trustee in bankruptcy or a receiver; (iii) judicial decree, separate maintenance agreement, settlement agreement or otherwise as a result of the marital dissolution or legal separation of Xxxxx Xxxx from her spouse; or (iv) any other means (collectively, "Involuntary Disposition"), Xxxxxxx Xxxx shall have an irrevocable option to purchase any or all Shares that are the subject of such Involuntary Disposition for the Market Price. Xxxxx Xxxx, or any person who has acquired or may acquire an interest in such Shares, shall give Xxxxxxx Xxxx written notice of the Involuntary Disposition, disclosing in full the nature and details of the Involuntary Disposition, and Xxxxxxx Xxxx shall have the option to purchase the Shares for ninety (90) days after receipt of such notice by giving written notice to the person or persons who have or may acquire an interest in the Shares. If Xxxxxxx Xxxx fails to timely exercise his option, the Shares may be transferred pursuant to the Involuntary Disposition; provided, that, as a condition precedent to such Involuntary Disposition, the transferee must agree, before any Transfer is made, to become a party to this Agreement with respect to all such Shares and grant Xxxxxxx Xxxx the Proxy.
Involuntary Disposition. Prior to any involuntary disposition of Stock, the Qualified Shareholder who owns such Stock or their representative shall send written notice thereof by certified or registered mail, return receipt requested, disclosing in full to the Corporation and the other Qualified Shareholders the nature and details of such involuntary disposition and the Corporation shall have the option to purchase any such Stock for ninety (90) days after the sending of such written notice. The other Qualified Shareholders shall have an option for thirty (30) days after the expiration of the Corporation's option to purchase in the proportions set forth in Paragraph 3(d) any Stock not purchased by the Corporation. The price per share to be paid upon exercise of such options shall be an amount equal to the purchase price determined as provided in Paragraph 3(e) and payable as provided in Paragraph 3(f), and such options shall be exercisable as provided in Paragraph 3(g). In the event the other Qualified Shareholders do not purchase all of said Stock, then the Corporation shall purchase all remaining Stock as provided in Paragraph 3(h).
Involuntary Disposition. Promptly and in any event within ten (10) days following the occurrence of any Involuntary Disposition and the expiration of the 270 day period referred to below, the Borrower shall prepay the Loans in an aggregate amount equal to the Net Cash Proceeds of such disposition; provided, that, such prepayment shall not be required to the extent such Net Cash Proceeds are used to restore, repair or replace the applicable property or to acquire or improve other tangible property to be used in the Borrower’s line of business within 270 days of such Involuntary Disposition. Such prepayment shall be applied as set forth in clause (iv).
Involuntary Disposition. Prior to or upon any involuntary Disposition of Shares (as provided for in SECTIONS 2.4 AND 2.5), the Shareholder who owns such Shares, or his representative, shall send written notice thereof, disclosing in full to the Company and the other Shareholders the nature and details of such involuntary Disposition. An involuntary Disposition shall constitute an Offer and the provisions of SECTION 2.2 hereof shall apply; provided that the option of the Company pursuant to SECTION 2.2(C) shall be for 90 days from the later of such involuntary Disposition or the sending of such notice.
Involuntary Disposition. Before any involuntary disposition of the Stock, a Shareholder or a Shareholder's representative shall give written notice to the Corporation disclosing in full the nature and details of the involuntary disposition and the Corporation shall have the option to purchase the Stock for 90 days after receipt of such notice at the Purchase Price and upon the Terms and Conditions.
Involuntary Disposition. Prior to or upon any involuntary Disposition of Stock, Employee (for the purposes of this Paragraph such term includes Employee's estate or the heirs thereof holding Stock from Employee and his personal representative) shall send notice thereof as provided above disclosing in full to the Company the nature and details of such involuntary Disposition. If the Company exercises its option to purchase such Stock, the purchase price shall be the Repurchase Value per share (as described in paragraph 1.1(f) of this Agreement) as of the date of such notice and shall be paid by the Company to the holder of the Stock, if such involuntary Disposition has occurred, or Employee, if it has not, in equal annual installments over a five-year period, with the first such annual installment being due six months following the date of the purchase and an additional annual installment being due on each annual anniversary date of such first installment until all five annual installment payments have been made. The amount due shall bear interest from the date of purchase until paid with accrued interest being due with each installment payment of principal. Subject to the minimum and maximum interest rates hereinafter set forth, the interest shall initially be computed at a rate equal to the national prime rate as published in the Wall Street Journal on the date of purchase. Such rate of interest shall be applicable for one year after the date of purchase. The rate of interest shall be adjusted on the date exactly one year after the date of purchase and on each annual anniversary date thereafter to the national prime rate as published in the Wall Street Journal on such date (or the next business day if such date is not a business day). Each time the interest rate is adjusted, it shall be applicable for the one year period following the date of adjustment. Notwithstanding the preceding language of this paragraph 2.1(f), in no event shall the interest rate ever be less than seven percent (7%) per annum or more than thirteen percent (13%) per annum. The Company may prepay the amount due at any time without premium or penalty.
Involuntary Disposition. Any Disposition of Stock (i) pursuant to a pledge, mortgage or other encumbrance of Stock granted by a Shareholder to secure a debt or other obligation, (ii) pursuant to a bankruptcy or insolvency proceeding of a Shareholder or a spouse of a Shareholder, (iii) pursuant to judicial order, legal process, execution or attachment or (iv) any involuntary Disposition not otherwise provided for herein shall be subject to the restrictions set forth in this Agreement, and in any such event the party demanding the Disposition shall be required to effect such Disposition in accordance with the provisions of paragraph 2.1 (and Exhibit A hereto), as if such party was a Transferring Shareholder subject to this Agreement, and in such case the Offering Notice shall specify an address of the party demanding the Disposition for notices and other communications hereunder.
Involuntary Disposition. Prior to any involuntary disposition of Xxxxxxx'x Securities, the Holder who owns such Xxxxxxx'x Securities or their representative shall send written notice thereof by certified or registered mail, return receipt requested, disclosing in full to Xxxxxxx'x the nature and details of such involuntary disposition and Xxxxxxx'x shall have the option to purchase any such Xxxxxxx'x Securities for 90 days after the receipt of such written notice, at a purchase price equal to the applicable Payment Amount.
Involuntary Disposition. If all of the Ballard Common Shares owned by the mxxxxxx of either the DCX Group or the Ford Group are acquired by a Third Party, without the consent of holders of such shares, by way of a compulsory acquisition, going private transaction or other transaction to which such holder has not consented (an "INVOLUNTARY DISPOSITION"),
