Examples of Disposition Trust in a sentence
In addition to any other action required by this Agreement, subject to Section 7.4 in the case of any Disposition Trust (and its controlled Affiliates), AOLTW, AT&T and Comcast shall, and shall cause their respective Subsidiaries to, execute such further instruments and documents and perform such further acts as may be reasonably necessary, required or desirable to carry into effect the intent and purposes of this Agreement and the other Transaction Agreements.
The AT&T Parties agree to use their respective reasonable best efforts to cause such Disposition Trust or such Subsidiary to comply with its obligations under the Transaction Agreements and will indemnify the AOLTW Parties from any Losses arising out of its failure to so comply.
Shares transferred to a Disposition Trust may be redeemed by the Trust, or its designee, at a price per share equal to the lesser of (i) the per share consideration paid in the transaction that resulted in such transfer to the Disposition Trust (or, in the case of a devise, gift or other such transaction without consideration, the Market Price of the Shares on the date of the Violative Transfer) and (ii) the Market Price of the Shares on the date of redemption from the Disposition Trust.
AT&T (and any Disposition Trust that is a Permitted AT&T Transferee) shall have the right to enforce (on behalf and for the benefit of the Company and its Affiliates) the Company's and its Affiliates' rights to indemnification hereunder (other than pursuant to Section 13.2).
The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Disposition Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the Shares held in the Disposition Trust.
Within 20 days of receiving notice from the Trust that Shares have been transferred to the Disposition Trust, the Disposition Trustees of the Disposition Trust shall sell the shares held in the Disposition Trust to a Person, designated by the Disposition Trustees, whose ownership of the shares will not violate the ownership limitations set forth in Section 10(b)(i).
The Disposition Trustee shall have all voting rights and rights to dividends or other distributions with respect to Shares held in the Disposition Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary.
Upon any purported Transfer that would result in a transfer of Shares to a Disposition Trust pursuant to this Section 10, such Shares shall be deemed to have been Transferred to the Disposition Trustees of the Disposition Trust for the exclusive benefit of one or more Charitable Beneficiaries.
Notwithstanding anything herein to the contrary, the parties acknowledge that none of the AT&T Parties will be able to cause any Disposition Trust or any of its Subsidiaries to comply with such Disposition Trust's or such Subsidiary's obligations under any of the Transaction Agreements.
If, prior to the discovery by the Trust that Shares have been transferred to the Disposition Trust, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Disposition Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 10(e), such excess shall be paid to the Disposition Trustees upon demand.