Exempt Disposition definition

Exempt Disposition means any of the following:
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Exempt Disposition means a Disposition (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or (ii) pursuant to any public distribution of Stock pursuant to Rule 144 of the Securities Act.
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Exempt Disposition means any of the following: (a) a Disposition in connection with the liquidation, dissolution or winding-up of the Company and the distribution of assets to stockholders, (b) a Disposition to any person or entity controlled by the Company (as determined by the Board in its sole discretion), (c) a dividend, out of EA.com's assets, to holders of Class B Common Stock (and a transfer of a corresponding amount of EA.com's assets to EA as required pursuant to clause (ii) of the proviso to the definition of EA above), (d) a dividend, out of EA's assets, to holders of Class A Common Stock and (e) any other Disposition, if (i) at the time of the Disposition there are no shares of Class A Common Stock outstanding, (ii) at the time of the Disposition there are no shares of Class B Common Stock outstanding, or (iii) before the 30th Trading Day following the Disposition the Company has mailed a notice stating that it is exercising its right to exchange all of the outstanding shares of Class B Common Stock for newly issued shares of Class A Common Stock as contemplated under Section 3.2 of this Article V.
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Examples of Exempt Disposition in a sentence

  • Unless otherwise agreed by all of the Stockholders, any Stock Disposed by a Stockholder, other than pursuant to an Exempt Disposition, shall remain subject to all of the terms and conditions of this Agreement in the hands of any Person to whom such Stock may be Disposed and any such Person shall be required to first deliver to the Company and the Stockholders a written agreement assuming and agreeing to be bound by all of the terms and conditions of this Agreement and to be a Stockholder hereunder.

  • If GKH proposes to Dispose of all, but not less than all, of its Stock to a Bona Fide Purchaser (other than pursuant to an Exempt Disposition), then, notwithstanding anything in this Agreement to the contrary, GKH may require the Non-GKH Holders to Dispose of all of their Stock to such Bona Fide Purchaser for the same consideration per share and otherwise on the same terms and conditions (other than with respect to representations and warranties) upon which GKH effects the Disposition of its Stock.

  • If GKH proposes to Dispose of all (but not less than all) of its Stock to a Bona Fide Purchaser other than pursuant to an Exempt Disposition, then, notwithstanding anything in this Agreement to the contrary, GKH may require the Non-GKH Holders to Dispose of their Stock to such Bona Fide Purchaser for the same consideration per share and otherwise on the same terms and conditions (other than with respect to representations and warranties) upon which GKH effects the Disposition of its Stock.

  • An individual was sent to a series of boarding schools and therefore frequently separated from his family home; he discovered at some stage in his childhood that his father was not his biological father.

  • If a Non-GKH Holder (for purposes of this Section 2.2, "Seller") desires to effect the Disposition of its Stock to a Bona Fide Purchaser (other than pursuant to an Exempt Disposition) at any time on or prior to the third anniversary date hereof, such Seller shall deliver to the Company and to all of the other Stockholders a Transfer Notice at least 30 days prior to the proposed Disposition of Seller's Stock.

  • In this example, if 1% of general fund equity represents $1 million then a general fund equity of 17% with a threshold of 15% would mean that there is a total of $2 million above the 15% fund equity threshold.

  • Notwithstanding that the right of first refusal contemplated by this Article 2 does not apply to any Exempt Disposition or Exempt Change of Control, Vendor shall within fifteen (15) days after the end of each calendar quarter, provide Purchaser with a Notice listing all Exempt Dispositions and Exempt Changes of Control which shall include reasonable particulars, including the identification of any lands which form the subject of any Optimization Transaction.

  • If a Non-GKH Holder (for purposes of this Section 2.2, "Seller") desires to effect the Disposition of its Stock to a Bona Fide Purchaser (other than pursuant to an Exempt Disposition), such Seller shall deliver to the Company and to all of the other Stockholders a Transfer Notice at least 30 days prior to the proposed Disposition of Seller's Stock.


More Definitions of Exempt Disposition

Exempt Disposition means a disposition made by a liquidator, or by an interim liquidator of the company in exercise of the power conferred on him under Part I of Twelfth Schedule or the rules that appointed him or an order of the Court are exempted" .
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Exempt Disposition means (a) sales, transfers or dispositions in the ordinary course of business and the granting of any option or other right to purchase or otherwise acquire property in the ordinary course of business, (b) sales of wetlands credits, (c) sales, transfers or dispositions of equipment or real property to the extent that (i) such equipment or real property is exchanged for credit against the purchase price of similar equipment or real property, or (ii) the proceeds of such sales, transfers or dispositions are reasonably promptly, but in any event within 360 days, applied to the purchase price of similar equipment or real property, or (iii) such equipment or real property is contemporaneously exchanged, in the ordinary course of business, for property of a like kind or other property useful in the business of the Company and its Subsidiaries, to the extent that the property received in such exchange is of a value at least equivalent to the value of the property exchanged, (d) dispositions resulting from the bona fide exercise by a Governmental Authority of its actual power of eminent domain or other dispositions otherwise required by applicable law, and (e) dispositions of property subject to a Lien permitted by this Agreement that are transferred to a lienholder or its designee in satisfaction or settlement of the lienholder’s claim or a realization upon a security interest permitted under this Agreement.
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Exempt Disposition means a sale, assignment, conveyance, transfer, swap, exchange, farmout, contribution or other disposition of any of the Assets [REDACTED- Excluded Asset Specific Information] including any disposition: [REDACTED – Permitted Dispositions. Commercially Sensitive Information]
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Exempt Disposition means a transfer without consideration by gift, testamentary disposition, intestate succession or inheritance, or by dividend or distribution from an entity in liquidation or otherwise, in each case, from a “person” or a member of a “group” which is a Company 25% Shareholder.
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Related to Exempt Disposition

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.

  • Final disposition means the burial, interment, cremation, removal from the state, or other disposition of a dead body or fetus.

  • Asset Disposition means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of:

  • Qualified disposition means a Disposition or a series of related Dispositions in which the consideration received by the Credit Parties is equal to or greater than $50,000,000.

  • Permitted Asset Dispositions means the following Asset Dispositions:

  • Specified Disposition means any disposition of all or substantially all of the assets or Equity Interests of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

  • from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

  • Excluded Asset Disposition means, with respect to any Consolidated Party, any Asset Disposition consisting of (i) the sale, lease, license, transfer or other disposition of inventory or other assets in the ordinary course of such Consolidated Party's business, (ii) the sale, lease, license, transfer or other disposition of Property no longer used or useful in the conduct of such Consolidated Party's business, (iii) any Involuntary Disposition by such Consolidated Party, (iv) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Credit Party, PROVIDED that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (v) any portion of an Asset Disposition by such Consolidated Party constituting a Permitted Investment, (vi) if such Consolidated Party is not a Credit Party, any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not a Credit Party, (vii) the sale or disposition of Cash Equivalents for fair market value, (viii) any sale of accounts receivable in connection with the compromise thereof, (ix) the assignment of past due accounts for collection or (x) the licensing of Intellectual Property to third Persons on customary terms as determined by the licensor's board of directors in good faith; PROVIDED, HOWEVER, that the term "Excluded Asset Disposition" shall not include any Asset Disposition to the extent of the portion of the proceeds of such Asset Disposition that would be required under any Junior Financing Documentation to be applied to permanently retire Indebtedness of the Consolidated Parties.

  • Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 50% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company shall be based on fair market value, as determined by a majority of the members of the Incumbent Board;

  • Involuntary Disposition means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

  • Permitted Disposition means any of the following:

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Related Entity Disposition means the sale, distribution or other disposition by the Company, a Parent or a Subsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary.

  • Collateral Disposition means (i) the sale, lease, transfer or other disposition of the Vessel by the Borrower to any Person (it being understood that a Permitted Chartering Arrangement is not a Collateral Disposition) or the sale of 100% of the Capital Stock of the Borrower or (ii) any Event of Loss of the Vessel.

  • Material Disposition means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.

  • Asset Sale means any direct or indirect sale, issuance, conveyance, assignment, transfer, lease (other than operating leases entered into in the ordinary course of business) or other disposition (including pursuant to any Sale and Lease-Back Transaction), other than to the Company or any of its Restricted Subsidiaries, in any single transaction or series of related transactions of:

  • Foreign Disposition has the meaning set forth in Section 2.05(b)(xi).

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Disqualifying Disposition means any disposition (including any sale) of Stock acquired upon the exercise of an Incentive Stock Option made within the period that ends either (1) two years after the date on which the Participant was granted the Incentive Stock Option or (2) one year after the date upon which the Participant acquired the Stock.

  • Permitted Dispositions means each of the following:

  • REO Disposition The final sale by the Servicer of any REO Property.

  • Asset Sales means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by any Borrower to any Person (including by means of a sale and leaseback transaction or a merger or consolidation or similar transaction and including any sale or issuance of the equity interests of any Borrower) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of any Borrower; provided, that for purposes of this definition, the term “Asset Sale” shall not include:

  • Financing Disposition means any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets by the Company or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • REO Disposition Proceeds All amounts received with respect to an REO Disposition pursuant to Section 4.16.

  • Significant Asset Sale means each Asset Sale which generates Net Sale Proceeds of at least $10,000,000.