Constructive Disposition means, with respect to any Subject Shares, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative, swap, “put-call,” margin, securities lending or other transaction that has or reasonably would be expected to have the effect of changing, limiting, arbitraging or reallocating the economic benefits and risks of ownership of such security.
Constructive Disposition means entering into or acquiring an offsetting derivative contract with respect to a security, entering into or acquiring a futures or forward contract or option to deliver a security or entering into any other hedging or other derivative transaction that has the effect of materially divesting the economic benefits and risks of ownership.
Constructive Disposition means, with respect to any Stockholder’s Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership. Any attempted transfer of such Stockholder’s Shares or any interest therein in violation of this Section 3(d) shall be null and void. In furtherance of this Agreement, each Stockholder shall and hereby does authorize Seller’s and Parent’s counsel to notify Parent’s transfer agent that there is a stop transfer restriction with respect to all of the Stockholder’s Shares (and that this Agreement places limits on the voting and transfer of each Stockholder’s Shares).
Examples of Constructive Disposition in a sentence
The S-3 Shelf shall include a plan of distribution consistent with Exhibit B attached hereto, together with any changes or additions thereto which may be reasonably requested by any Xxxxxx or any such counterparty to a Permitted Constructive Disposition.
As used herein, the term "Constructive Disposition" means, with respect to any Shareholder's Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.
Xxxxxx’x estate through his or her legal representative upon his or her death or to his or her representative upon his or her adjudication of incompetency, provided that any such transferee under clause (ii) of this Section 6.3.2(b) becomes a party to this Agreement as a Xxxxxx (with all the rights and obligations as if an original signatory hereto), or (iii) pursuant to any Permitted Constructive Disposition to be effected following the Closing Date.
More Definitions of Constructive Disposition
Constructive Disposition means, with respect to any Subject Shares, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative, swap, "put-call," margin, securities lending or other transaction that has or reasonably would be expected to have the effect of changing, limiting, arbitraging or reallocating the economic benefits and risks of ownership of such security. (b) "Subject Shares" means, with respect to any Stockholder, the Shares set forth next to the name of such Stockholder on Schedule I hereto, together with any other Shares that are directly or indirectly acquired by such Stockholder prior to the termination of this Agreement in accordance with the terms hereof, ARTICLE II VOTING AGREEMENT Section
Constructive Disposition means, with respect to any JEN Shares acquired pursuant to the Master Agreement, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership or any other transaction having a comparable effect. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of a XXX Xxxxxx to (a) engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than Avatar, (b) take any of the actions described in clause (2) of the last paragraph of Section 1.2 to the extent permitted thereby, or (c) Transfer any JEN Shares acquired pursuant to the Master Agreement to the other XXX Xxxxxx or to another member of the JEN Group as long as the transferee delivers a written instrument to Avatar, in form and substance reasonably satisfactory to Avatar, confirming that such transferee is subject to and bound by all of the obligations of this Agreement (including, but not limited to, Section 1.5) as a “XXX Xxxxxx.”
Constructive Disposition means, with respect to a security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative, swap, “put-call,” margin, securities lending or other transaction with respect to such security that has or reasonably would be expected to have the effect of transferring, or reallocating to a third party, or otherwise limiting, the economic benefits and risks of ownership of such security.
Constructive Disposition means, with respect to a security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative, swap, “put-call,” margin, securities lending or other transaction that has or reasonably would be expected to have the effect of changing, limiting, arbitraging or reallocating the economic benefits and risks of ownership of such security (other than any of the foregoing that would not materially impair the Stockholder’s ability to perform its obligations under this Agreement).
Constructive Disposition means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership. Any attempted transfer of the Stockholder Shares or any interest therein in violation of this Section 2(c) shall be null and void. In furtherance of this Agreement, Stockholder shall and hereby does authorize Seller’s and Purchaser’s counsel to notify Seller’s transfer agent that there is a stop transfer restriction with respect to all of the Stockholder Shares (and that this Agreement places limits on the voting and transfer of the Stockholder Shares); provided, however, that any such stop transfer restriction shall terminate upon the termination of this Agreement in accordance with its terms and, upon such event, Purchaser shall notify Seller’s transfer agent of such termination. Nothing in this Agreement shall prohibit a transfer of any shares of Seller Stock (i) by Stockholder to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (ii) upon the death of Stockholder; provided, however, that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Purchaser, to be bound by all of the terms of this Agreement (each such transferee, a “Permitted Transferee”). Notwithstanding anything to the contrary in this Agreement, (A) Stockholder shall not be obligated to exercise any option to purchase shares of Seller Stock and (B) in the event Stockholder does exercise any option to purchase shares of Seller Stock, he may do so on a cashless exercise basis.
Constructive Disposition means, with respect to any Subject Shares or Parent Shares received by a Stockholder as Stock Consideration in the Merger, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative, swap, “put-call,” margin, securities lending or other transaction that has or reasonably would be expected to have the effect of changing, limiting, arbitraging or reallocating the economic benefits and risks of ownership of such security.
Constructive Disposition means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership. Any attempted transfer of the Stockholder Shares or any interest therein in violation of this Section 4(c) shall be null and void. In furtherance of this Agreement, such Stockholder shall and hereby does authorize the Company and Merger Sub’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of the Stockholder Shares (and that this Agreement places limits on the voting and transfer of the Stockholder Shares); provided, however, that any such stop transfer restriction shall terminate upon the termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Company’s transfer agent of such termination. Notwithstanding anything herein to the contrary, in connection with the exercise of a Company Stock Option (cashless or otherwise), (A) Stockholder may sell Stockholder Shares in open market transactions in an amount necessary to satisfy the payment of any transaction costs and any tax liability incurred by Stockholder in connection with such exercise and (B) Stockholder may pledge Stockholder Shares as collateral for loans used to fund exercise of Company Stock Options.