Permitted Dispositions Sample Clauses

Permitted Dispositions. The Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any of the Borrower’s or such Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is: (a) inventory or obsolete, damaged, worn out or surplus property Disposed of in the ordinary course of its business, or the discounted sale of defaulted or delinquent trade receivables written off and reserved in the ordinary course of business; (b) the sale of Hydrocarbons in the ordinary course of business; (c) farmouts of undeveloped acreage and assignments in connection with such farmouts; (d) Investment made in accordance with Section 7.2.5 and Restricted Payments made in accordance with Section 7.2.6; (e) the sale or other Disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary (other than EXXI GOM) of the Borrower owning Oil and Gas Properties (including any interest in the Southwest Speaks field in Lavaca County, Texas); provided that (i) 100% of the consideration received in respect of such sale or other Disposition shall be cash, (ii) the consideration received in respect of such sale or other Disposition shall be equal to or greater than the fair market value of the interests that are the subject of such sale or other Disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Authorized Officer of the Borrower certifying to that effect), (iii) upon a sale or other Disposition of Oil and Gas Property or any such Subsidiary owning Oil and Gas Properties that involves Oil and Gas Properties included in the most recently delivered Reserve Report (the “Subject Disposition”), if the consideration received for the Subject Disposition together with the consideration for all other sales and Dispositions of Oil and Gas Properties or any such Subsidiary owning Oil and Gas Properties that are included in the most recently delivered Reserve Report during any period between two successive determinations or redeterminations of the Borrowing Base exceeds $5,000,000 individually or in the aggregate, then, except in the case of the Approved Southwest Speaks Asset Sale, the Borrowing Base shall be reduced, effective immediately upon such Subject Disposition, by an amount equal to the value, if any, assigned to the...

Permitted Dispositions. Each Credit Party will not, and will not permit any of its Subsidiaries, to make a Disposition, or enter into any agreement to make a Disposition not permitted under this Section 10.04 (unless such agreement is conditioned on the repayment in full of the Obligations and termination of this Agreement or receipt of consent by the applicable Lenders), of such Credit Party’s or such other Person’s assets (including Accounts Receivable and Capital Stock of Subsidiaries) to any Person in one transaction or a series of transactions unless such Disposition: (a) is of obsolete or worn out property or property no longer used or useful in its business; or (b) is for fair market value and the following conditions are met: (i) to the extent required by Section 5.02(a)(iii), the Borrower has applied any Net Disposition Proceeds arising therefrom pursuant to Section 5.02(a)(iii); (ii) no less than seventy-five percent (75%) of the consideration received for such Disposition is received in cash or Cash Equivalents; (iii) such Dispositions shall not exceed $5,000,000 in the aggregate since the Closing Date; and (iv) no Default or Event of Default shall have occurred and be continuing or would result from the Disposition thereof, (c) is a sale of inventory in the ordinary course of business; (d) is the leasing, as lessor, subleasing or licensing of real or personal property (including the provision of software under an open source license) or in each case termination thereof which (A) do not materially interfere with the business of the Borrower and its Subsidiaries or (B) relate to closed facilities; (i) is a sale or disposition of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property, or the proceeds of such Dispositions are reasonably promptly applied to the purchase price of similar replacement property, all in the ordinary course of business in accordance with Section 5.02(a)(iii) or (ii) is the contemporaneous exchange, in the ordinary course of business, of property for property of a like kind, to the extent that property received in such exchange is of a fair market value equal to or greater than the fair market value of the property exchanged; (f) is expressly otherwise permitted by Section 10.05 or 10.06; (g) is by (i) any Credit Party (other than Holdings) or Subsidiary thereof to any other Credit Party or Subsidiary, other than Holdings; provided that the aggregate amount of assets that may b...

Permitted Dispositions. Holdings and the Borrowers will not, and will not permit any of their respective Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' assets (including accounts receivable, Capital Stock of Subsidiaries or any proceeds thereof) to any Person, in one transaction or series of transactions, except for the following: (a) Dispositions of (i) inventory Disposed of in the ordinary course of its business, (ii) assets which are obsolete, worn out or otherwise no longer useful in the business of the U.S. Borrower and its Subsidiaries in the good faith judgment of management or (iii) other assets with a fair market value of $75,000 or less (up to an aggregate amount not to exceed $750,000 in any year); (b) Dispositions permitted by Section 7.2.10; (c) Dispositions made pursuant to non-exclusive licensing arrangements entered into by the U.S. Borrower or any of its Subsidiaries with respect to any of its intellectual property in the ordinary course of its business; (i) Dispositions for not less than the fair market value of the assets to be Disposed, (ii) the consideration received by the U.S. Borrower or applicable Subsidiary consists of at least 75% cash, (iii) the net book value of such assets, together with the net book value of all other assets Disposed of pursuant to this clause (d), does not exceed $3,000,000 in any Fiscal Year or $15,000,000 over the term of this Agreement and (iv) immediately prior to and after giving effect to such Disposition no Default shall have occurred and be continuing; (e) Dispositions in respect of the sale or exchange of specific items of equipment, so long as the purpose of each such sale or exchange is to acquire (and results within 120 days of such sale or exchange in the acquisition of) replacement items of equipment which are the functional equivalent of the item of equipment so sold or exchanged; (f) Dispositions in respect of the sale or discount of receivables in the ordinary course of business and not as part of any financing transaction; (g) Dispositions in respect of leases or subleases granted to other Persons in the ordinary course of business; (h) the Disposition of (i) the vinyl window manufacturing operations located at the Lambeth, Ontario facility of the Canadian Borrower, (ii) the vinyl manufacturing operations located at the Freeport, Texas facility of the U.S. Borrower and (iii) the business operations and assets related to the fence, deck and rail operations of the U.S. Borrower located prim...

Permitted Dispositions. The Stockholder may not effect any Disposition of Parent Shares received by the Stockholder in connection with the Merger except as follows: (i) during the twelve-month period immediately following the Effective Time the Stockholder may effect the Disposition of not more than 10% of the Parent Shares Beneficially Owned by the Stockholder and (ii) during the twenty-four-month period immediately following the Effective Time (the "Period"), the Stockholder may effect the Disposition of not more than 50% of the Parent Shares Beneficially Owned by the Stockholder. Upon the expiration of the Period, the Stockholder may effect the Dispositions of all or any portion of the Parent Shares Beneficially Owned by him subject to any applicable restrictions under the Federal Securities Law and restrictions of general application under English law, the Listing Rules of the London Stock Exchange, if applicable, and Cordiant's policies made pursuant to such rules regarding dealings in Parent Shares by directors and relevant employees of Cordiant and its subsidiaries, if applicable. Notwithstanding anything to the contrary contained in this Section 4, the Stockholder hereby agrees that for the period commencing at the Effective Time and ending on the date which is 180 days after the expiration of the Period, the Stockholder shall give Cordiant 1 business day prior written notice of any intended Disposition of Parent Shares to be made by the Stockholder and at the request of Cordiant agrees to effect such Disposition through brokers or other financial intermediaries designated by Cordiant to maintain an orderly trading market for the Parent Shares, provided that such financial intermediary agrees to effect and does effect the Disposition in a reasonable period following such notice.

Permitted Dispositions. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make a Disposition, or enter into any agreement to make a Disposition, of such Credit Party’s or such other Person’s assets (including receivables and Capital Stock of Subsidiaries) to any Person in one transaction or a series of transactions, unless such Disposition: (a) is in the ordinary course of its business and is of surplus, used, obsolete or worn-out property or property no longer used or useful in its business; (b) is a sale of Inventory in the ordinary course of business; (c) is the leasing, subleasing or licensing, as lessor, of real or personal property no longer used or useful in such Person’s business or otherwise in the ordinary course of business; (d) is a sale or disposition of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such Dispositions are reasonably promptly applied to the purchase price of similar replacement equipment, all in the ordinary course of business; (e) is otherwise permitted by Section 9.02(j), 9.03, 9.05 (other than 9.05(l)) and 9.06 (other than 9.06(s)); (f) is a Disposition of property by one Credit Party to another Credit Party; provided, that no Credit Party shall consummate a Disposition of the Capital Stock of a Licensed Insurance Entity to another Credit Party, unless such Credit Party is subject to and in compliance with Section 9.16; (g) is a Disposition of property by a non-Credit Party to a Credit Party if the purchase price of said property is not higher than its fair market value; (h) is a Disposition of property by a non-Credit Party to a non-Credit Party; (i) is a Disposition of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice (and not for financing purposes); (j) is the lapse or abandonment of Intellectual Property that is in the reasonable judgment of any Borrower or its Subsidiaries no longer commercially desirable to maintain or necessary or material for the conduct of the business of such Borrower or its Subsidiaries; (k) [reserved]; (l) so long as no Event of Default has occurred and is continuing, is a Disposition set forth on Schedule 1.01(g) the purchase price of which is paid with not less than 75% of cash and the seller thereof receives not less than fair market value for such assets; (m) is a Disposition of cash or Cas...

Permitted Dispositions. Holdings will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings', the Borrowers' or such other Subsidiaries' assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); (b) a Disposition permitted by Sections 7.2.6, 7.2.9, 7.2.10 or 7.2.15; (c) a Disposition that (i) is for fair market value and the consideration received consists of no less than 80% in cash, (ii) results in Net Disposition Proceeds which, when taken together with the Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since the Closing Date, does not exceed (individually or in the aggregate) $25,000,000 and (iii) results in Net Disposition Proceeds that are applied, if required by such Sections, pursuant to Sections 3.1.1 and 3.1.2; (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 3.1.1 and Section 3.1.2.; (e) a Disposition of Cash Equivalent Investments in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 3.1.1 and Section 3.1.2; and (h) Dispositions of the Capital Securities of Asphalt Media, Inc. and Transplace, Inc.

Permitted Dispositions. Until such time as the Securities Intermediary receives either a Notice of Sole Control signed by the Administrative Agent with respect to some or all of the Investment Collateral and other Investment Property or a notice signed by the Administrative Agent that a proposed sale, exchange or transfer of certain Investment Collateral by or on behalf of the Company will violate the Security Agreement, the Company, or any representative of, or investment manager appointed by, the Company, may direct the Securities Intermediary with respect to the sale, exchange or transfer of such Investment Collateral held in a Designated Account.

Permitted Dispositions. The following Dispositions shall be permitted without compliance with the provisions of Section 2 through 4 (each a “Permitted Disposition”): (a) by any Holder, in the case of Common Stock, with respect to a Public Sale in connection with the exercise of Piggy-Back Registration Rights in accordance with Section 10; (b) by any Holder who is an individual or a trust, a Disposition (i) to a trust or estate planning-related entity for estate planning purposes, (ii) to an Affiliate of such Holder controlled by such Holder (or by such Holder’s grantor) or (iii) in the case of such Holder’s (or in the case of a trust, the grantor’s) death, by will, the laws of intestate succession or in accordance with the applicable trust instrument to executors, administrators, testamentary trustees, legatees or beneficiaries of such Holder; (c) any Disposition to the Company; (d) (i) any Disposition by TopCo Parent to (x) one or more of its Affiliates or (y) any one, certain of or all current or prospective members, partners or other direct or indirect equity holders (as applicable) of AP VIII Prime Security (or one or more Affiliates of any such member(s), partner(s) or other direct or indirect equity holders(s) (as applicable)) or other direct or indirect holders of securities of TopCo Parent, (ii) any direct or indirect issuance of securities of TopCo Parent, (iii) any direct or indirect issuance of Common Stock to TopCo Parent, or (iv) any “Permitted Transfer” (as defined in the TopCo Parent Agreement); and (e) by any Holder during such Holder’s lifetime to such Holder’s Affiliates; provided that the Board has first provided its written consent to such Disposition; provided, however, that, unless otherwise waived by the Board in its sole discretion, as a condition to any such Permitted Disposition, any Person (including such Person’s spouse, if any), other than (x) the Company, TopCo Parent, AP VIII Prime Security or their respective Affiliates, (y) any Person to whom TopCo Parent, AP VIII Prime Security or their respective Affiliates has Disposed of Common Stock or (z) any other transferee or recipient of securities described in clauses (a), (c), (d) and/or (e) of this Section 5.1, so acquiring such Common Stock from a Holder shall be required to become a party to and be bound by this Agreement, shall be required to subject the Common Stock acquired by such Person to the provisions of this Agreement, and thereafter any such Person shall be deemed a “Holder” for the purpos...

Permitted Dispositions. The following dispositions of Common Stock shall not be subject to the restriction on transfer set forth in Section 1: (a) Each Shareholder may transfer Common Stock to his or her spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust for the sole benefit of such family members and/or Shareholder; (b) Each Shareholder may transfer Common Stock on his or her death to such Shareholder’s estate, executor, administrator or personal representative or to such Shareholder’s beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; ­ (c) Each Shareholder may transfer Common Stock as a gift or other transfer without consideration; (d) Each Shareholder may make a bona fide pledge of Common Stock to a lender; and, (e) Each Shareholder may participate in any transaction in which all holders of the Common Stock of the Company participate or have the opportunity to participate pro rata, including, without limitation, a merger, consolidation or binding share exchange involving the Company, a disposition of the Common Stock in connection with the exercise of any rights, warrants or other securities distributed to the Company’s stockholders, or a tender or exchange offer for the Common Stock, provided, however, that in the case of any transfer of Common Stock pursuant to clauses (a), (c), and (d), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act, and such Common Stock shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Shareholder for purposes of this Agreement.