Common use of Method of Disposition Clause in Contracts

Method of Disposition. Whenever UWIC would have the right under this Agreement and prior approval from OCI to sell the Stock, the parties agree that if, in the opinion of UWIC or its legal counsel, sales of the Stock by UWIC or Cobalt without registration of the Stock under the Act might, unless accomplished by one or more of the methods described in this Section 5.3, constitute either UWIC or Cobalt an "underwriter", as that term is defined in Section 2(11) of the Act, it shall be commercially reasonable for UWIC, without registration, notwithstanding that the terms of any such sale might be less favorable than sale through registration, to take any of the following actions: (a) sell all or part of the Stock in compliance with Rule 144, Rule 237, Regulation A or Regulation D under the Act as then in effect, or pursuant to any other rules or regulations under the Act then in effect, compliance with which would make the exemptions provided pursuant to Sections 3(b) or 4(1) of the Act applicable to the sale; or (b) sell all or part of the Stock in an intrastate public offering within the meaning of Section 3(a)(11) of the Act; or (c) sell all or part of the Stock in one or more private transactions not involving any public offering in order to secure the exemption provided in Section 4(l) of the Act, if: (i) the Stock is sold for cash to the highest bidder after biding or "firm" offers to purchase have been received from at least two offerors; and (ii) UWIC has reasonable grounds to believe and does believe that each such offeror has sufficient financial resources to enable such offeror to purchase the Stock offered and that the offer was made in good faith; and (iii) each such offeror was informed, prior to the time such offer was made, that offers to purchase the Stock were also being solicited from others; and (iv) UWIC has, for at least 60 days prior to the sale, solicited offers to purchase the stock within the restrictions imposed by federal or state securities Laws. Nothing in this Section 5.3 shall prevent UWIC from making any other commercially reasonable disposition of the Stock, and no sale of the Stock shall be commercially unreasonable solely because it was not made in compliance with this Section.

Method of Disposition. Whenever UWIC BCBSUW would have the right under this Agreement and prior approval from OCI to sell the Stock, the parties agree that if, in the opinion of UWIC BCBSUW or its legal counsel, sales of the Stock by UWIC BCBSUW or Cobalt without registration of the Stock under the Act might, unless accomplished by one or more of the methods described in this Section 5.3, constitute either UWIC BCBSUW or Cobalt an "underwriter", as that term is defined in Section 2(11) of the Act, it shall be commercially reasonable for UWICBCBSUW, without registration, notwithstanding that the terms of any such sale might be less favorable than sale through registration, to take any of the following actions: (a) sell all or part of the Stock in compliance with Rule 144, Rule 237, Regulation A or Regulation D under the Act as then in effect, or pursuant to any other rules or regulations under the Act then in effect, compliance with which would make the exemptions provided pursuant to Sections 3(b) or 4(1) of the Act applicable to the sale; or (b) sell all or part of the Stock in an intrastate public offering within the meaning of Section 3(a)(11) of the Act; or (c) sell all or part of the Stock in one or more private transactions not involving any public offering in order to secure the exemption provided in Section 4(l) of the Act, if: (i) the Stock is sold for cash to the highest bidder after biding or "firm" offers to purchase have been received from at least two offerors; and (ii) UWIC BCBSUW has reasonable grounds to believe and does believe that each such offeror has sufficient financial resources to enable such offeror to purchase the Stock offered and that the offer was made in good faith; and (iii) each such offeror was informed, prior to the time such offer was made, that offers to purchase the Stock were also being solicited from others; and (iv) UWIC BCBSUW has, for at least 60 days prior to the sale, solicited offers to purchase the stock within the restrictions imposed by federal or state securities Laws. Nothing in this Section 5.3 shall prevent UWIC BCBSUW from making any other commercially reasonable disposition of the Stock, and no sale of the Stock shall be commercially unreasonable solely because it was not made in compliance with this Section.