Voluntary Disposition Sample Clauses

Voluntary Disposition. (a) Disposition of Stock prior to and on December 31, 1999. This Agreement prohibits the Shareholder from disposing of any Stock until after December 31, 1999, unless prior written consent is received from the Company, which consent can be given only upon a majority vote of the Board of Directors.
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Voluntary Disposition. 2 In general, the owner may not assign or otherwise voluntarily dispose of this LIRA and any rights or obligations under it to another person, but this is subject to the exceptions dealt with later. Involuntary access
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Voluntary Disposition. 19 Section 9.5
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Voluntary Disposition. In the event Employee (for the purposes of this Paragraph such term includes Employee's estate or the heirs thereof holding Stock from Employee and his personal representative) receives a bona fide offer from a third party to purchase his shares of Stock and Employee desires to accept such Offer, Employee shall first make an offer (the "Offer") to sell such Stock to the Company by providing notice as provided above and including therein the number of shares involved, the names of any proposed purchasers and the purchase price and terms of such proposed purchase. If the Company exercises its option, the price per share to be paid upon the purchase of Stock and the other terms relating thereto shall be the price to be paid and terms offered by any proposed purchasers of the Stock; provided that any non-cash consideration offered by a proposed purchaser may be paid by the Company in cash in an amount equal to the fair value of such property as agreed by the Company and Employee. The Offer may be withdrawn prior to the exercise of the Company's option. If the Company does not purchase all the Stock subject to an Offer, Employee shall be permitted, at any time or times within, but not after, six months after the lapse of the option arising in connection with such Offer to sell the Stock which was the subject of such Offer; provided, however, that no such sale shall be made at a lower price or to any person other than specified in such Offer. If after the lapse of the six-month period such Stock has not been sold, Employee must make a new offer prior to selling such Stock.
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Voluntary Disposition. 21 9.2 Claims Against Licensed Technology.................................21 9.2.1 Notice....................................................21 9.2.2 Damages...................................................21 9.2.3 Patent Indemnification....................................21
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Voluntary Disposition. In the event any Limited Partner (the “Transferring Partner”) desires to Dispose of any of such Limited Partner’s Partner­ship Interest, such Limited Partner shall, by written notice (the “Offering Notice”) given to the General Partner and to each other Partner, offer exclusively and irrevocably to sell all the Partnership Interest such Limited Partner desires to Dispose of to the Partnership and the other Partners. The notice shall state (a) a description of the Partnership Interest desired to be Disposed of, and the amount of the Percen­tage Interest being offered for sale, (b) the price (the “Offering Price”) and other terms upon which that Limited Partner desires to Dispose of the Partnership Interest (provided that if there is no or only nominal consideration for the Disposition, the Offering Price shall be the Fair Market Value of the Partnership Interest determined in accordance with Section 10.11 herein), (c) the amount and nature of any liens or encumbrances against the interest, (d) whether that Limited Partner is in default under any provision in this Agreement, and if so, the nature of the default, (e) the address at which notice can be given, and (f) the name or names of the persons other than Partners to whom the Partnership Interest will be sold in the event neither the Partnership nor the Partners elect to buy it. The Partnership and the Partners shall exercise their options under this Section 10.3, if at all, within the time and in the manner provided in Sections 10.9 and 10.10 herein. If all the Partnership Interest sought to be Disposed of under this Section 10.3 (or under Sections 10.6 or 10.7 below) is not so purchased by the Partnership or the other Partners, the Transferring Partner may Dispose of the Partnership Interest so offered for sale hereunder (but not less than all) to any person named in the Offering Notice given at the same price and upon the same terms as stated in the Offering Notice, provided that if either (i) the Partnership Interest has not been finally so disposed of within 45 days after the date on which the options hereunder expired, and that party still desires to Dispose of any of the Partnership Interest, or (ii) that party wishes to Dispose of any of the Partnership Interest at a price lower than, and/or on terms different than, and/or to a person different than, that stated in the Offering Notice, then in any such event, the Transferring Partner must first offer the Partnership Interest to the Partnership and...
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Voluntary Disposition. In the event a Shareholder (the “Transferor Shareholder”) wishes voluntarily to sell, make a gift of, pledge, grant an option to purchase, encumber, transfer or dispose of any interest in all or any part of the Stock owned by the Transferor Shareholder (the “Voluntarily Offered Stock”) in any manner, the Transferor Shareholder shall give the Corporation and the other Shareholders (the “Remaining Shareholders”) written notice of such intention to dispose of the Voluntarily Offered Stock, the terms of such disposition (including price and terms of payment), the name of the proposed transferee, and an offer to sell all of the Voluntarily Offered Stock to the Corporation and the Remaining Shareholders in accordance with the following:
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Voluntary Disposition. In the event a Shareholder (the ?Transferor Shareholder?) wishes voluntarily to sell, make a gift of, pledge, grant an option to purchase, encumber, transfer or dispose of any interest in all or any part of the Stock owned by the Transferor Shareholder (the ?Voluntarily Offered Stock?) in any manner, the Transferor Shareholder shall give the Corporation and the other Shareholders (the ?Remaining Shareholders?) written notice of such intention to dispose of the Voluntarily Offered Stock, the terms of such disposition (including price and terms of payment), the name of the proposed transferee, and an offer to sell all of the Voluntarily Offered Stock to the Corporation and the Remaining Shareholders in accordance with the following: (a) For a period of thirty (30) days after receipt of such written notice, the Corporation shall have the option to purchase all or part of the Voluntarily Offered Stock from
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Related to Voluntary Disposition

  • Dispositions and Involuntary Dispositions The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

  • Asset Disposition If the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) Disposes of any property which results in the receipt by such Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate since the applicable Commitment Termination Date, the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of such Net Cash Proceeds no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • 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).

  • No Dispositions Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

  • No Disposition, Etc The Pledgor shall not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Pledged Securities, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Securities, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement.

  • Asset Dispositions Make any Asset Disposition except:

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