Permitted Disposition. A “Permitted Disposition” shall include the following: (i) transfers of Lock-Up Securities to a trust or affiliated entity for the benefit of the undersigned or as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member of the undersigned (for purposes of this Lock-Up Agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than the second degree or consanguinity or affinity); (ii) transfers of Lock-Up Securities to a charitable organization or educational institution; (iii) transfers of the Lock-Up Securities by the Holder upon the prior written consent of the Company; provided that in the case of any transfer pursuant to the foregoing clauses (i) - (iii), (A) any such transfer shall not involve a disposition for value, (B) each transferee shall sign and deliver to the Company a lock-up agreement substantially in the form of this Lock-Up Agreement and (C) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made, or (iv) a pledge or hypothecation of the Lock-Up Securities as collateral for indebtedness.
Permitted Disposition. “Permitted Disposition” means any of the following (the choice among which, to the extent applicable, shall be at Tenant’s option): (i) the Assignment or Equity Interest Disposition of the Indicted Party’s interest in this Lease or Tenant, as the case may be, to any Person who is (A) not a Prohibited Person, (B) not a Related Entity or affiliate of the Indicted Party and (C) satisfactory to Landlord, applying the provisions of Section 13.2 hereof, and to the holder of the Recognized Mortgage most senior in lien (if required by the terms of such Recognized Mortgage); (ii) if the Indicted Party is not Tenant, the Equity Interest Disposition (or other transfer or relinquishment) of the Indicted Party’s interest in Tenant, to Tenant, any other partner(s) of Tenant or any other owners of direct or indirect ownership interests in Tenant; (iii) the giving of the Indicted Party’s interest in this Lease or Tenant, as the case may be, to a Person (other than a Related Entity or an affiliate of the Indicted Party) who is acting in a fiduciary capacity as an independent trustee for the benefit of the Indicted Party for the purpose of actively managing this Lease or the Indicted Party’s interest in Tenant, as the case may be, or (iv) a combination of two or more of the actions described in clauses (i), (ii) and (iii) above with respect to portions of the Indicted Party’s interest that constitute, in the aggregate, the Indicted Party’s entire interest. The trustee agreement between the Indicted Party and the trustee contemplated by clause (iii) of the immediately preceding sentence shall be reasonably satisfactory to Landlord as well as to the holder of the Recognized Mortgage most senior in lien (if required by the terms of Recognized Mortgage). The trust agreement shall provide as follows:
Permitted Disposition. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right from time to time during the Lease Term without Landlord’s prior consent or approval to make a Permitted Disposition (as herein defined) provided that each of the following conditions precedent to the proposed Permitted Disposition must first be satisfied as determined by Landlord: (a) as of the effective date of the proposed Permitted Disposition, Tenant shall not then be in default or breach of this Lease after any applicable notice was given and any applicable grace or cure period has expired; and (b) Tenant shall, within a reasonable period after the Permitted Disposition, give Landlord written notice of the Permitted Disposition, which notice shall include the name of the assignee or subtenant, the terms and provisions of the Permitted Disposition and the effective date of the Disposition and shall be
Permitted Disposition. The Executive shall be entitled to Transfer shares of Common Stock, at any time and from time to time, (a) if such Transfer is a testamentary transfer effected by operation of law or by will, (b) to a trust for the benefit of the Executive or the Executive's spouse, issue or siblings, or (c) pursuant to and in accordance with sections 3.5 (Public Offering), 3.6 (Puts), 3.7 (Right of First Refusal), 3.8 (Calls), 3.9 (Tag-Alongs) and 3.10 (Drag-Alongs).
Permitted Disposition. The Fund and Artal may dispose of the Shares and Warrants, and the New Shares, in one or more public and/or private offerings with the decision as to the type of disposition(s) and whether or not to use any underwriters to be made by the Fund consistent with the terms hereof and the other Transaction Agreements.
Permitted Disposition. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right from time to time during the initial Lease Term and any Renewal Term without Landlord’s consent or approval to make a Permitted Disposition (as herein defined) provided that each of the following conditions precedent to the proposed Permitted Disposition must first be satisfied as reasonably determined by Landlord: (i) as of the effective date of the proposed Permitted Disposition, Tenant shall not then be in monetary or material non-monetary default of this Lease after the giving of all applicable notices and the expiration of all applicable grace or cure periods under this Lease; and (ii) Tenant shall, within a reasonable period after the Permitted Disposition, give Landlord written notice of the Permitted Disposition, which notice shall include the name of the assignee or subtenant, the non-proprietary terms and provisions of the Permitted Disposition and the effective date of the Permitted Disposition and the assignment or sublease agreement executed by Tenant and the assignee or subtenant (which assignment or sublease agreement shall expressly provide that the use of the Premises by the assignee or subtenant shall conform to the Permitted Use, the assignee or subtenant shall comply with all of the provisions of this Lease [provided, that in the event of a sublease, said subtenant shall only be required to comply with the provisions of this Lease applicable to the subleased portion of the Premises that do not pertain to the payment of Rent], and in the case of an assignment, the assignee expressly assumes and agrees to pay and perform all of Tenant’s obligations under this Lease accruing from and after the effective date of the Permitted Disposition). For purposes of this Section 16.5, the term "Permitted Disposition" means, provided all conditions precedent set forth in this Section 16.5 have been satisfied, the right to assign this Lease, or sublease all or any portion of the Premises, without Landlord’s consent or approval to (a) a Tenant Affiliate (as herein defined), provided Tenant remains liable to pay the rent and to perform all other obligations to be performed by Tenant hereunder; or (b) a Successor Entity (as herein defined) (provided that if the effective date of the Permitted Disposition occurs during any Renewal Term only, the net worth (as determined from the Successor Entity’s most recent annual audited financial statements and quarterly unaudi...
Permitted Disposition. Each Management Stockholder shall be entitled to Transfer shares of Common Stock, at any time and from time to time, (A) if such Transfer is a testamentary transfer effected by operation of law or by will, (B) to a trust for the benefit of such Management Stockholder or such Management Stockholder's spouse, issue or siblings, (C) with the consent in writing of all of the Stockholders, (D) pursuant to and in
Permitted Disposition. Each Management Stockholder shall be entitled to Transfer shares of Common Stock, at any time and from time to time, (A) if such Transfer is a testamentary transfer effected by operation of law or by will, (B) to a trust for the benefit of such Management Stockholder or such Management Stockholder's spouse, issue or siblings, (C) with the consent in writing of all of the Stockholders, (D) pursuant to and in accordance with sections 6 (public offering), 8 (puts), 9 (right of first refusal), 10 (tag-alongs) and 11 (drag alongs). The Individual Stockholder shall be entitled to Transfer shares of Common Stock at any time and from time to time (I) if such Transfer is a testamentary transfer effected by operation of law or by will, (II) to an affiliate of the Individual Stockholder, (III) in a public offering pursuant to section 6, (IV) to a trust for the benefit of the Individual Stockholder or a member of his family and (V) subject to the provisions of section 10 (tag alongs), to any Person.
Permitted Disposition. Clause (r) of the definition of “Permitted Disposition” set forth in the Loan Agreement is hereby deleted in its entirety and replaced with the following: “(r) Asset Sales by Parent and its Subsidiaries, the proceeds of which (valued at the principal amount thereof in the case of non cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non cash proceeds) are less than $100,000,000 in the aggregate for all Asset Sales during the term of this Agreement; provided, that (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Administrative Borrower (or similar governing body)), (B) no less than 75% thereof shall be paid in cash or Cash Equivalents and (C) no such Asset Sales shall consist of a material portion of the assets at any of the facility locations of Borrowers at East Alton, Illinois, Cuba, Missouri and Montpelier, Ohio.”
Permitted Disposition. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.09. In each case as specified in this Section 9.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.09. In each case as specified in this Section 9.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment, security interest and Lien granted under the Collateral Documents, and, if applicable, return any possessory collateral or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.09. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
