Required Dispositions Sample Clauses

Required Dispositions. Notwithstanding anything to the contrary contained herein, GSK shall be permitted to dispose of beneficial ownership of Voting Stock as and to the extent (but only to the extent) GSK reasonably determines such disposition to be necessary in order for it to comply with its obligations under Section 3.5.
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Required Dispositions. (a) If, at any time during the Standstill Period, the Total Ownership Percentage of the Investor Group shall exceed the Ownership Cap plus 1%, whether as a result of any repurchase of Common Stock by the Company pursuant to a tender offer, open market purchases or otherwise (a "Company Repurchase") or for any other reason, then, if and to the extent requested by the Company by written notice to the Investor which may be made at any time, the Investor shall, within twelve months after such request (the "Sell Down Period"), dispose of, or cause the other members of the Investor Group to dispose of (a "Required Disposition"), such number of Common Securities owned by the Investor Group as shall be necessary to reduce the Total Ownership Percentage of the Investor Group to no more than the then applicable Ownership Cap immediately prior to such Company Repurchase or other event giving rise to such Required Disposition (the "Required Disposition Amount"), as applicable; provided that any such Required Disposition shall be subject to the provisions of Section 6.3 and provided, further, that the Investor agrees that such Common Securities in excess of the Ownership Cap shall be voted by the Investor Group at any meeting of shareholders (or action by written consent in lieu of any such meeting) pro rata in accordance with the vote of all shares held by Persons other than the members of the Investor Group and Other Investor Affiliates. Notwithstanding the foregoing, if any Required Disposition during the applicable Sell Down Period (A) would result in liability to the Investor or other members of the Investor Group under Section 16(b) of the Exchange Act or any similar successor statute, or (B) would be prohibited as a result of the restrictions set forth in Section 9 of the Registration Rights Agreement on transfer of Common Securities, then such Sell Down Period (x) shall, in the case of clause (A) above, begin on the first date on which such Required Disposition may be effected without liability under Section 16(b) of the Exchange Act and (y) with respect to clause (B) above, be extended by the number of days that the Investor Group is restricted from selling Common Securities under the Registration Rights Agreement.
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Required Dispositions. (a) The Company acknowledges that Shareholder's Voting Power relative to Total Voting Power may from time to time exceed 19.95% solely as a result of the Company's repurchase of its own outstanding Voting Securities or reclassifications by the Company of Voting Securities. If, as a result of such Company repurchases or reclassifications, Shareholder shall at any time during the Standstill Period beneficially own Voting Securities having Voting Power that is more than 23.45% of Total Voting Power (the "Cap"), then, if and to the extent requested by the Company by written notice to Shareholder, Shareholder shall, within eighteen (18) months after such request, dispose of or cause its Controlled Affiliates to dispose of (a "Required Disposition") such number of shares of Voting Securities pursuant to Article 4 hereof as shall be necessary to reduce Shareholder's beneficial ownership of Total Voting Power to no more than the Cap.
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Required Dispositions. Notwithstanding any other provision of this Agreement to the contrary, in the event that at any time during the Standstill Period the Investor and its Affiliates beneficially own more than 19.9% of the Shares of Then Outstanding Common Stock, the Investor shall (or shall cause any of its Affiliates to) promptly Dispose of a number of shares of Common Stock or Common Stock Equivalents such that the beneficial ownership of Investor and its Affiliates of shares of Common Stock following such Disposition is equal to or less than 19.9% of the Shares of Then Outstanding Common Stock; provided, however, that the Investor agrees that in no event shall the rights provided to the Investor hereunder or the beneficial ownership of shares of Common Stock or Common Stock Equivalents by the Investor and its Affiliates cause the Company, based on the reasonable advice of counsel to the Company, to violate Rule 5635 of the Nasdaq Listing Rules or applicable law without obtaining stockholder approval or otherwise cause the Company to seek stockholder approval in relation to thereto; and provided, further, that notwithstanding any provision of this Section 2.3 to the contrary, in connection with any Disposition of shares of Common Stock under this Section 2.3, the Investor shall not (and shall cause its Controlled Affiliates and use commercially reasonable efforts to cause its Non-Controlled Affiliates not to) Dispose of any shares of Common Stock or Common Stock Equivalents to a Person that such Investor or Affiliate knows (after a reasonable inquiry in a private placement) is a Competitor.
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Required Dispositions. (a) Within the time frames set forth in the chart below, Borrowers shall deliver to Agents, and maintain in full force and effect through closing thereunder, executed bona fide purchase agreements with third parties for Dispositions of Stations that will generate, in the aggregate, minimum Net Cash Proceeds as follows:
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Required Dispositions. If, at any time during the Standstill Period, the Voting Ownership Percentage of the Investor Group shall exceed the Ownership Cap, solely as a result of any transactions contemplated by Section 3.1(a)(iii) then, if and to the extent requested by the Company by written notice to the Investor which may be made at any time, the Investor shall, within twelve months after such request (the "Sell Down Period"), dispose of, or cause the other members of the Investor Group to dispose of (a "Required Disposition"), such number of Voting Securities owned by the Investor Group as shall be necessary to reduce the Voting Ownership Percentage of the Investor Group to no more than the Ownership Cap (the "Required Disposition Amount"); provided that any such Required Disposition shall be subject to the provisions of Section 3.3 and provided, further, that the Investor agrees that such Voting Securities in excess of the Ownership Cap shall be voted by the Investor Group at any meeting of
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Required Dispositions. Borrower shall sell or otherwise dispose of Equipment and/or Equipment for Lease (collectively, "Required Dispositions"), during the period commencing on the Closing Date and ending on March 31, 2016, for aggregate Net Cash Proceeds equal to or greater than $8,000,000 (provided, that, at least $3,000,000 of such Net Cash Proceeds shall be from sales or other dispositions of Equipment and/or Equipment for Lease made during the period commencing on the Closing Date and ending on March 31, 2015), so long as (i) Agent is notified of such sale or other disposition at least 3 days prior thereto (which notice shall include a reasonably accurate estimate of the Net Cash Proceeds of such sale or other disposition), (ii) the Net Cash Proceeds of such sale or other disposition shall be greater than or equal to seventy percent (70%) of the Orderly Liquidation Value of the Equipment or Equipment For Lease subject to such sale or other disposition and (iii) the Net Cash Proceeds of such sale or other disposition, together with the Net Cash Proceeds of all other Required Dispositions during the six-month period immediately preceding such sale or other disposition, and the Net Cash Proceeds of all Permitted Dispositions under clause (d) of the definition of such term during the six-month period immediately preceding such sale or other disposition, are in the aggregate greater than or equal to eighty percent (80%) of the aggregate Orderly Liquidation Value of all Equipment and Equipment For Lease subject to all such sales or other dispositions.
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Required Dispositions 
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Related to Required Dispositions

  • 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:

  • Discontinued Disposition By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

  • Other Dispositions Notwithstanding the foregoing provisions of this Article X, so long as an Event of Default shall have occurred and be continuing, any amount that would otherwise be payable to or for the account of, or that would otherwise be retained by, Lessee pursuant to this Article X shall be paid to the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and, at such time thereafter as no Event of Default shall be continuing, such amount shall be paid promptly to the related Lessee to the extent not previously applied by Lessor or the Agent in accordance with the terms of this Lease or the other Operative Documents.

  • Notice of Intended Disposition In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

  • Notification of Disposition If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

  • Dispositions and Involuntary Dispositions The Borrower shall, within ten (10) Business Days of the receipt of any Net Cash Proceeds received by any Loan Party or any Subsidiary from any Dispositions (other than Dispositions permitted pursuant to Section 7.05, except clause (c) thereof) and Involuntary Dispositions, prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided, in an aggregate amount equal to (x) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is greater than 2.00 to 1.00, 100% of the Net Cash Proceeds from such Disposition or Involuntary Disposition or (y) if the Consolidated Leverage Ratio for the most recently ended Measurement Period, is equal to or less than 2.00 to 1.00, 0% of the Net Cash Proceeds from such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,000,000 and (B) at the election of the Borrower) as notified by the Borrower to the Administrative Agent on or prior to the date that any mandatory prepayment is due and payable pursuant to this clause (i) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets of the general type used in the business of Holdings and its Subsidiaries within 365 days after the receipt of such Net Cash Proceeds; provided that, if the Borrower or its Subsidiaries enters into a legally binding commitment to invest such Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such Net Cash Proceeds within 180 days after such 365 day period; provided further that if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with the terms of this Section 2.05(b).

  • Early Disposition The Employee agrees to notify the Company in writing immediately after the Employee transfers any Option Shares, if such transfer occurs on or before the later of (a) the date two years after the date of this Agreement or (b) the date one year after the date the Employee acquired such Option Shares. The Employee also agrees to provide the Company with any information concerning any such transfer required by the Company for tax purposes.

  • Asset Dispositions Make any Asset Disposition except:

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except:

  • Notice of Disposition of Collateral Debtor hereby agrees that notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if sent to Debtor, addressed as set forth in Article X, at least ten (10) days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition may be made.

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