Sale or Other Disposition. If Optionee at any time contemplates the disposition (whether by sale, gift, exchange, or other form of transfer) of any Shares acquired by exercise of this Option, the Optionee shall first notify the Company in writing of such proposed disposition and cooperate with the Company in complying with all applicable requirements of law, which, in the judgment of the Company, must be satisfied prior to such disposition.
Sale or Other Disposition. Optionee understands that, under current law, beneficial tax treatment resulting from the exercise of this Option will be available only if certain requirements of the Code are satisfied, including without limitation, the requirement that no disposition of Shares acquired pursuant to exercise of this Option be made within two years from the grant date or within one year after the transfer of Shares to him or her. If Optionee at any time contemplates the disposition (whether by sale, gift, exchange, or other form of transfer) of any such Shares, he or she will first notify the Company in writing of such proposed disposition and cooperate with the Company in complying with all applicable requirements of law, which, in the judgment of the Company, must be satisfied prior to such disposition. In addition to the foregoing, Optionee hereby agrees that before Optionee disposes (whether by sale, exchange, gift, or otherwise) of any Shares acquired by exercise of this Option within two years of the grant date or within one year after the transfer of such Shares to Optionee upon exercise of this Option, Optionee shall promptly notify the Company in writing of the date and terms of the proposed disposition and shall provide such other information regarding the Option as the Company may reasonably require immediately before such disposition. Said written notice shall state the date of such proposed disposition, and the type and amount of the consideration to be received for such Shares by Optionee in connection therewith. In the event of any such disposition, the Company shall have the right to require Optionee to immediately pay the Company the amount of taxes (if any) which the Company is required to withhold under federal and/or state law as a result of the granting or exercise of the Option and the disposition of the Shares.
Sale or Other Disposition. A U.S. Holder will generally recognize gain or loss upon the sale or other disposition of our ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder’s adjusted tax basis in such ordinary shares. Subject to the discussion under “—Passive Foreign Investment Company Considerations,” the gain or loss will generally be capital gain or loss and individuals and other non-corporate U.S. Holders who have held the ordinary shares for more than one year will generally be eligible for reduced tax rates. The deductibility of a capital loss may be subject to limitations. Any such gain that the U.S. Holder recognizes may be subject to Israeli income tax and will generally be U.S. source gain, which may limit a U.S. Holder’s ability to claim a foreign tax credit for any such Israeli income tax imposed on such gain. U.S. Holders that are eligible for the benefits of the U.S.-Israel Tax Treaty may apply the U.S.-Israel Tax Treaty to treat such gain as exempt from Israeli tax, provided certain requirements are met. The rules regarding foreign tax credits are complex. U.S. Holders should consult their tax advisors regarding the availability of a foreign tax credit in light of their particular circumstances.
Sale or Other Disposition. If all or any part of the Property or any interest therein or any rents or income therefrom is sold; transferred; conveyed; assigned; mortgaged or otherwise encumbered or otherwise disposed of by Grantor without Beneficiary's prior written consent, any such event shall constitute an "Event of Default" as provided in this Deed of Trust, and Beneficiary may, at its option, declare the entire principal indebtedness hereby secured with all interest accrued thereon and all other sums hereby secured (hereinafter referred to as the "Entire Indebtedness") immediately due and payable and in the event of default in the payment of the Entire Indebtedness when declared due, Beneficiary may, at its option, direct the Trustee, or his successor or substitute, to sell the Property as herein provided and may exercise any and all other rights and remedies permitted herein. Any waiver by Beneficiary of or any forbearance by Beneficiary to exercise its option to accelerate with respect to any particular sale or transfer shall not be deemed to constitute a waiver of such option with respect to any other sale or transfer. LOAN PURPOSE: The Note hereby secured is given in order to refinance the Property and to provide financing for the working capital needs of the Grantor.
Sale or Other Disposition. Optionee understands and agrees with the Company that the Shares acquired pursuant to exercise of this Option shall not be disposed of by Optionee (whether by sale, exchange, gift, or other form of transfer) other than to a Permitted Transferee (as defined below) or by will or the laws of descent and distribution, until the consummation of a primary initial public offering by the Company of its securities. If Optionee at any time contemplates the disposition (whether by sale, exchange, gift, or other form or transfer) of any Shares acquired by exercise of this Option, he or she shall first notify the Company in writing of such proposed disposition and cooperate with the Company in complying with all applicable requirements of law, which, in the judgment of the Company, must be satisfied prior to such disposition. The terms and conditions of this Agreement shall be binding on any Permitted Transferee of this Option or any Shares acquired upon exercise of this Option. "Permitted Transferee" means Optionee's estate, spouse, heirs, ancestors, lineal descendants, legatees and legal representatives, the trustee of any bona fide trust of which one or more of the foregoing are the sole beneficiaries or the grantors thereof and any person in which any of the foregoing, individually or collectively, beneficially owns all of the capital stock, provided that in each such case the transferee enters into an agreement with the Company acknowledging the Company's repurchase rights under Paragraph 15.
Sale or Other Disposition of Collateral by the Administrative Agent. The net proceeds realized by the Administrative Agent upon any such sale or other disposition, after deduction for the expense of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys' and paralegals' fees and legal expenses incurred by the Administrative Agent in connection therewith, shall be applied as provided herein toward satisfaction of the Liabilities. The Administrative Agent shall account to each of the Borrowers for any surplus realized upon such sale or other disposition, and each of the Borrowers shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency, shall not affect the Administrative Agent's security interest in the Collateral until the Liabilities are fully paid. Each of the Borrowers agrees that the Administrative Agent has no obligation to preserve rights to the Collateral against any other parties.
Sale or Other Disposition. Except as contemplated by this Agreement, there are currently no discussions to which XCHO or anyone acting on behalf of XCHO is a party relating to: (a) the sale of a material portion of the assets of the XCHO, (b) any merger, consolidation, share exchange, liquidation, dissolution or similar transaction involving XCHO, or (c) the transfer or issuance of any shares of XCHO.
Sale or Other Disposition. Except as contemplated by this Agreement, there are currently no discussions to which Sun or anyone acting on behalf of Sun is a party relating to: (a) the sale of a material portion of the assets of the Sun, (b) any merger, consolidation, share exchange, liquidation, dissolution or similar transaction involving Sun, or (c) the transfer or issuance of any shares of Sun.
Sale or Other Disposition. Optionee hereby agrees that the Company may request that before Optionee disposes (whether by sale, exchange, gift, or otherwise) of any Shares acquired by exercise of this Option that Optionee promptly notify the Company in writing of the date and terms of the proposed disposition and shall provide such other information regarding the Option as the Company may reasonably require immediately before such disposition. Said written notice shall state the date of such proposed disposition, and the type and amount of the consideration to be received for such Share or Shares by Optionee in connection therewith. In the event of any such disposition, the Company shall have the right to require Optionee to immediately pay the Company the amount of taxes (if any) which the Company is required to withhold under federal and/or state law as a result of the granting or exercise of the Option and the disposition of the Shares.
Sale or Other Disposition. Optionee hereby agrees that if Optionee disposes (whether by sale, exchange, gift, or otherwise) of any Shares acquired by exercise of this Option within one year after the transfer of such Shares to Optionee upon exercise of this Option, then Optionee shall notify the Company of such disposition in writing within 30 days from the date of such disposition and the type and amount of the consideration received for such Share or Shares by Optionee in connection therewith. In the event of any such disposition, the Company shall have the right to require Optionee to immediately pay the Company the amount of taxes (if any) which the Company is required to withhold under federal and/or state law.
