Disposition Transaction definition

Disposition Transaction has the meaning set forth in Section 6(b).

Disposition Transaction means the sale of a division, business unit or set of business operations and/or related assets to a third party. All determinations of the Compensation Committee regarding the estimated impact of an Acquisition Transaction shall be final, binding and non-appealable. The cumulative impact of all Acquisition Transactions shall be set forth in a statement delivered upon delivery of the Shares of Common Stock represented by vested PSUs, if any, as contemplated by this Agreement. This Agreement shall be deemed to be automatically amended, without further action by the Company or the Participant, to give effect to any adjustments required by this Section C.

Disposition Transaction has the meaning specified in the definition of "Asset Sale".

Examples of Disposition Transaction in a sentence

• In addition, to the extent requested by the Bring-Along Buyer, the Participant shall, on or prior to the Bring-Along Transaction Closing, deliver to the Bring-Along Buyer a consent of the Participant’s spouse, if any, in form and substance reasonably satisfactory to the Bring-Along Buyer, to the Transfer of the Shares pursuant to the Bring-Along Disposition Transaction.

• The Selling Shareholders shall also furnish to the Participant copies of all transaction documents relating to the Bring-Along Disposition promptly as the same become available and such additional information in the Selling Shareholders’ possession relating to the Bring-Along Disposition Transaction as the Participant may reasonably request.

• The Participant shall bear its pro rata share of the fees and expenses incurred by the Selling Shareholders in the Bring-Along Disposition Transaction based on the total number of Shares to be sold in the Bring-Along Disposition Transaction.

• In connection with any sale of Pledged Contracts by the Borrower in connection with a Contract Disposition Transaction, the Servicer shall deliver a Borrowing Base Certificate (after giving effect to such Contract Disposition Transaction) to the Backup Servicer and each Managing Agent and make appropriate entries in its general accounting records to reflect the sale of the applicable Pledged Contracts.

• At the option of the REINSURER, upon the announcement or the entering into of any binding contract for, or upon the occurrence of, any merger, consolidation, sale or similar transaction or series of transactions involving the CEDING COMPANY such that the CEDING COMPANY is no longer a direct or indirect wholly owned subsidiary of Prudential plc (any of the foregoing, a "Disposition Transaction").

More Definitions of Disposition Transaction

Disposition Transaction means the occurrence of a Mandatory Repurchase Event (as defined in the Note and Warrant Purchase Agreement).

Disposition Transaction has the meaning set forth in Section 4.13(a).

Disposition Transaction has the meaning set forth in Section 2(i).

Disposition Transaction shall have the meaning set forth in Section 4.2(c).

Disposition Transaction has the meaning given in Section 10 of this Agreement.

Disposition Transaction means: (i) a Transfer of more than fifty percent (50%) of the Common Units of the Partnership in a single transaction or series of related transactions; (ii) any consolidation or merger of the Partnership with or into any other corporation or other entity, or any other reorganization (including, without limitation, any conversion, transfer, or domestication of the Partnership) in a single transaction or series of related transactions, in which the Partners of the Partnership immediately prior to such consolidation, merger or reorganization own equity of the entity surviving such merger, consolidation or reorganization representing less than fifty percent (50%) of the Common Units immediately after such consolidation, merger or reorganization; or (iii) a sale, lease or other disposition in a single transaction or series of related transactions of more than fifty percent (50%) of the assets (which, for the avoidance of doubt, shall include securities of the Partnership’s Subsidiaries) of the Partnership and its Subsidiaries on a consolidated basis (measured either by book value in accordance with GAAP or by Fair Market Value). For the avoidance of doubt, a Sale Transaction (as such term is defined in Section 4.5 of the JDA) shall be a Disposition Transaction subject to the terms of this Agreement and the GP LLC Agreement, including Section 5.7(b) and Section 9.4 of the GP LLC Agreement.

Disposition Transaction has the meaning given to such term in the Partnership Agreement.