Subsequent Dispositions Sample Clauses
The "Subsequent Dispositions" clause governs how rights, interests, or property covered by the agreement may be transferred, assigned, or otherwise dealt with after the initial transaction. Typically, this clause outlines whether and under what conditions a party can sell, assign, or encumber their interest to third parties, sometimes requiring prior written consent or imposing restrictions to protect the other party’s interests. Its core function is to maintain control and predictability over future changes in ownership or rights, thereby preventing unwanted or unauthorized transfers that could affect the original parties’ expectations or obligations.
Subsequent Dispositions. The Parties shall execute and deliver, concurrently with the execution and delivery of this Agreement, the Registration Rights Agreement. In addition to any obligations of the Company pursuant to the Registration Rights Agreement, the Company agrees that it will, and will cause each other member of the Company Group to, provide such cooperation, information and assistance as RBS may reasonably request to ensure that dispositions by RBS or any other member of the RBS Group of any remaining beneficially owned shares of Common Stock are achieved in a timely and efficient manner, including any dispositions pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (any such disposition, a “Subsequent Disposition”); provided that such cooperation and assistance shall not include any obligation to enter into agreements with any acquiror of Common Stock in any such disposition by RBS or any other member of the RBS Group that are to be performed after such disposition other than any agreements that (i) are contemplated by the Registration Rights Agreement or (ii) are of the nature of agreements customarily included in underwriting agreements (e.g., standstill or lockup obligations) entered into in connection with follow-on stock offerings by publicly traded companies.
Subsequent Dispositions. Following any Public Offering, any Stockholder may transfer Common Stock to any Person, PROVIDED that, except with respect to a transfer of the type described in Sections 3(a)(iii) and (iv), the transferee must deliver to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such transfer is not required to be registered under the Securities Act.
Subsequent Dispositions. Buyer’s right to indemnification hereunder shall not be affected by any subsequent disposition of any of the assets of the Company or any of the Shares.
Subsequent Dispositions. Following an initial Public Offering, any Stockholder may sell, transfer, pledge, encumber or otherwise dispose of Covered Securities (except for the Escrowed Shares) to any Person, provided that such sale, transfer, pledge, encumbrance or other disposition shall comply with the requirements of Section 2.1(d) and, provided further that, except with respect to a transfer of the type described in Section 2.1(a)(i), 2.1(a)(ii) or 2.1(a)(iv), the transferor must deliver to the Company and the Purchaser an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and the Purchaser, to the effect that such transfer is not required to be registered under the Securities Act.
Subsequent Dispositions. The Company shall not be liable for any deficiency between the amount of the proceeds of any sale or other disposition (or deemed sale or other disposition) of the Collateral First Mortgage Bonds on or after the Remedy Exercise Day and the aggregate amount of the Obligations (and any right of the Collateral Agent or any Lender to any such deficiency is hereby waived).
Subsequent Dispositions. The Parties shall execute and deliver, concurrently with the execution and delivery of this Agreement, the Registration Rights Agreement. In addition to any obligations of the Company pursuant to the Registration Rights Agreement, but subject to any express limitations set forth in the Registration Rights Agreement, the Company agrees that it will, and will cause each other member of the Company Group to, provide such cooperation, information and assistance as CIBC may reasonably request to ensure that dispositions by CIBC or any other member of the CIBC Group of any remaining beneficially owned Common Shares are achieved in a timely and efficient manner, including any dispositions pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act pursuant to the Registration Rights Agreement or otherwise (any such disposition, a “Subsequent Disposition”); provided that such cooperation and assistance shall not include any obligation to enter into agreements with any acquiror of Common Shares in any such disposition by CIBC or any other member of the CIBC Group that are to be performed after such disposition other than any agreements that (i) are contemplated by the Registration Rights Agreement or (ii) are of the nature of agreements customarily included in underwriting agreements (e.g., standstill or lockup obligations) entered into in connection with follow-on stock offerings by publicly traded companies.
Subsequent Dispositions. Following the Restricted Transfer Period, and subject to Section 4, any Stockholder may transfer Capital Stock to any Person, provided that such transfer shall not be a Prohibited Transfer and that in connection with such transfer, the Company and such Person shall execute and deliver a copy of Schedule A hereto in accordance with Section 31; provided further that, except with respect to a transfer of the type described in Section 3(a)(iii) and (iv), the transferee must deliver to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such transfer does not fall within sub-clauses (v), (w), (x) or (y) of the definition of the term “Prohibited Transfer”; and provided further that no Management Stockholder may effect any transfer of Equity Securities after the Restricted Transfer Period unless such transfer would have constituted a Permitted Transfer if it had been effected during the Restricted Transfer Period.
Subsequent Dispositions