Limitation on Disposition. The Borrower will not, and will not permit the Restricted Subsidiaries to make any Disposition, except that:
(a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise Dispose of (i) obsolete, negligible, immaterial, worn-out, uneconomical, scrap, used, or surplus or mothballed assets (including any such equipment that has been refurbished in contemplation of such Disposition) or assets no longer used or useful in the business or no longer commercially desirable to maintain, (ii) inventory or goods (or other assets) held for sale in the ordinary course of business, (iii) cash and Cash Equivalents, (iv) immaterial assets (including allowing any registrations or any applications for registration of any intellectual property rights to lapse or go abandoned in the ordinary course of business), and (v) assets for the purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and the Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course;
(b) the Borrower and the Restricted Subsidiaries may make Dispositions of assets; provided that (i) to the extent required, the Net Cash Proceeds thereof received by the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2(a)(i), (ii) as of the date of signing of the definitive agreement for such Disposition, no Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $50,000,000, the Person making such Disposition shall receive fair market value and not less than 75% of such consideration in the form of cash or Cash Equivalents; provided that for the purposes of this clause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of t...
Limitation on Disposition. This Option and the shares of Common Stock underlying this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under applicable state securities laws and, therefore, cannot be sold, assigned, or otherwise transferred unless subsequently registered under the Act and under applicable state securities laws or an exemption from such registration is then available. The Optionee hereby agrees that it will not sell, assign or transfer this Option or the shares of Common Stock underlying this Option unless they are registered under the Act and under applicable state securities laws or an exemption from such registration is then available, according to a legal opinion reasonably acceptable to the Company.
Limitation on Disposition i. Contractor shall not sublet, sell, donate, loan, assign or otherwise dispose of any of its rights to this Contract or to Contracted Water without prior written notice to, and the written approval of, the River District and the payment of a transfer fee at the prevailing rate set forth in the Water Marketing Policy. The River District’s approval of such disposition shall be granted in all instances in which the Contractor is transferring the water system which supplies the Contracted Water, or a permanent transfer of the Contract is to be made to a successor in interest of Contractor by reason of the transfer of the title or other legal right to use the property served by the Contracted Water, or where the transfer is made to an entity such as a homeowners’ association or special district created to serve the property originally represented to the River District to be served with the Contracted Water.
ii. The assignment of a Contract is subject to the Water Marketing Policy as revised as of the effective date of the assignment. In accordance with this subparagraph (ii), any assignee must pay for the Contracted Water at the then-current price determined by the River District Board of Directors.
Limitation on Disposition. Purchaser shall not sell, assign or ------------------------- otherwise transfer any Shares received hereunder until such time as the Shares become registered pursuant to an effective registration statement. Once the Shares received hereunder are registered pursuant to an effective registration statement, Purchaser shall not sell, assign or otherwise transfer more than fifteen percent (15%) per month of such Shares originally recieved hereunder.
Limitation on Disposition. Notwithstanding the rights and remedies given to Bank in Section 7 and otherwise herein to dispose of Pledged Bonds, Pledgor consents that upon an Event of Default under the Series A Reimbursement Agreement, Bank may tender any Pledged Bonds to the Trustee for cancellation, and Pledgor agrees that such tender shall not constitute a disposition of collateral for purposes of UCC Section 9-504, but shall constitute a simple reduction in the contingent obligations of Pledgor to Bank.
Limitation on Disposition. The Investor will not, without the consent of the Company, sell, transfer or otherwise dispose of the Shares or Warrants for a period of one year after the Closing Date except (i) to one or more of its Affiliates, or (ii) to any institutional investor purchasing all of the Shares and Warrants then held by the Investor (or if not all such Shares and Warrants, Shares and/or Warrants representing at least 1,000,000 Common Shares (assuming exercise of the Warrants)); provided that any such transferee shall agree to be bound by the provisions of this Section 8.
Limitation on Disposition. 18 SECTION 9. COVENANTS.........................................................................................18
Limitation on Disposition. Except for dispositions permitted by the Indenture, Pledgor shall not sell, assign, exchange or otherwise transfer, or grant any options with respect to, any of the Collateral or any interest therein, or attempt or contract to do so (other than the pledge and security interest granted hereunder or granted for the benefit of First Security Bank pursuant to the Senior Pledge Agreement and the Senior Security Agreement).
Limitation on Disposition. Debtor will not sell, transfer, lease or otherwise dispose of any of the Collateral to the Banks or anyone else (except inventory sold in the ordinary course of its business, except for the sale of old and obsolete Collateral in connection with the replacement thereof, and, on an annual basis, except for Collateral having an aggregate value of less than $1,000,000), or attempt to offer or contract to do so without the prior written consent of Secured Party.
Limitation on Disposition. 50 Section 10.10.