Permitted Disposition Clause Samples
A Permitted Disposition clause defines the specific circumstances under which a party is allowed to transfer, sell, or otherwise dispose of certain assets or interests, despite general restrictions on such actions in the agreement. Typically, this clause lists exceptions to transfer prohibitions, such as allowing transfers to affiliates, in the ordinary course of business, or with prior written consent. Its core practical function is to provide flexibility for routine or low-risk transactions while maintaining overall control and oversight over significant asset transfers, thereby balancing operational needs with the protection of the parties’ interests.
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Permitted Disposition. “Permitted Disposition” means any of the following (the choice among which, to the extent applicable, shall be at Tenant’s option): (i) the Assignment or Equity Interest Disposition of the Indicted Party’s interest in this Lease or Tenant, as the case may be, to any Person who is (A) not a Prohibited Person, (B) not a Related Entity or affiliate of the Indicted Party and (C) satisfactory to Landlord, applying the provisions of Section 13.2 hereof, and to the holder of the Recognized Mortgage most senior in lien (if required by the terms of such Recognized Mortgage); (ii) if the Indicted Party is not Tenant, the Equity Interest Disposition (or other transfer or relinquishment) of the Indicted Party’s interest in Tenant, to Tenant, any other partner(s) of Tenant or any other owners of direct or indirect ownership interests in Tenant; (iii) the giving of the Indicted Party’s interest in this Lease or Tenant, as the case may be, to a Person (other than a Related Entity or an affiliate of the Indicted Party) who is acting in a fiduciary capacity as an independent trustee for the benefit of the Indicted Party for the purpose of actively managing this Lease or the Indicted Party’s interest in Tenant, as the case may be, or (iv) a combination of two or more of the actions described in clauses (i), (ii) and (iii) above with respect to portions of the Indicted Party’s interest that constitute, in the aggregate, the Indicted Party’s entire interest. The trustee agreement between the Indicted Party and the trustee contemplated by clause (iii) of the immediately preceding sentence shall be reasonably satisfactory to Landlord as well as to the holder of the Recognized Mortgage most senior in lien (if required by the terms of Recognized Mortgage). The trust agreement shall provide as follows:
Permitted Disposition. A “Permitted Disposition” shall include the following: (i) transfers of Lock-Up Securities to a trust or affiliated entity for the benefit of the undersigned or as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member of the undersigned (for purposes of this Lock-Up Agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than the second degree or consanguinity or affinity); (ii) transfers of Lock-Up Securities to a charitable organization or educational institution; (iii) transfers of the Lock-Up Securities by the Holder upon the prior written consent of the Company; provided that in the case of any transfer pursuant to the foregoing clauses (i) - (iii), (A) any such transfer shall not involve a disposition for value, (B) each transferee shall sign and deliver to the Company a lock-up agreement substantially in the form of this Lock-Up Agreement and (C) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made, or (iv) a pledge or hypothecation of the Lock-Up Securities as collateral for indebtedness.
Permitted Disposition. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right from time to time during the Lease Term without Landlord’s prior consent or approval to make a Permitted Disposition (as herein defined) provided that each of the following conditions precedent to the proposed Permitted Disposition must first be satisfied as determined by Landlord: (a) as of the effective date of the proposed Permitted Disposition, Tenant shall not then be in default or breach of this Lease after any applicable notice was given and any applicable grace or cure period has expired; and (b) Tenant shall, within a reasonable period after the Permitted Disposition, give Landlord written notice of the Permitted Disposition, which notice shall include the name of the assignee or subtenant, the terms and provisions of the Permitted Disposition and the effective date of the Disposition and shall be
Permitted Disposition. The Executive shall be entitled to Transfer shares of Common Stock, at any time and from time to time, (a) if such Transfer is a testamentary transfer effected by operation of law or by will, (b) to a trust for the benefit of the Executive or the Executive's spouse, issue or siblings, or (c) pursuant to and in accordance with sections 3.5 (Public Offering), 3.6 (Puts), 3.7 (Right of First Refusal), 3.8 (Calls), 3.9 (Tag-Alongs) and 3.10 (Drag-Alongs).
Permitted Disposition. The Fund and Artal may dispose of the Shares and Warrants, and the New Shares, in one or more public and/or private offerings with the decision as to the type of disposition(s) and whether or not to use any underwriters to be made by the Fund consistent with the terms hereof and the other Transaction Agreements.
Permitted Disposition. Each Management Stockholder shall be entitled to Transfer shares of Common Stock, at any time and from time to time, (A) if such Transfer is a testamentary transfer effected by operation of law or by will, (B) to a trust for the benefit of such Management Stockholder or such Management Stockholder's spouse, issue or siblings, (C) with the consent in writing of all of the Stockholders, (D) pursuant to and in
Permitted Disposition. As used herein, a "Permitted Disposition" shall mean:
Permitted Disposition. Permitted Disposition" means any sale or other disposition of any asset of the Borrower or any Subsidiary which, when aggregated with all other such sales or dispositions made during any fiscal year of the Borrower, does not result in sales and other dispositions by the Borrower and all Subsidiaries during such fiscal year of assets having an aggregate value in excess of, or the receipt of aggregate proceeds in excess of, $5,000,000 (excluding, for purposes of computing such maximum amount, sales of inventory in the ordinary course of business and conveyances of mere record title to any asset to a Governmental Authority to save taxes where the Borrower or any Subsidiary has an option to require reconveyance of such property for a nominal price).
Permitted Disposition. Clause (r) of the definition of “Permitted Disposition” set forth in the Loan Agreement is hereby deleted in its entirety and replaced with the following: “(r) Asset Sales by Parent and its Subsidiaries, the proceeds of which (valued at the principal amount thereof in the case of non cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non cash proceeds) are less than $100,000,000 in the aggregate for all Asset Sales during the term of this Agreement; provided, that (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Administrative Borrower (or similar governing body)), (B) no less than 75% thereof shall be paid in cash or Cash Equivalents and (C) no such Asset Sales shall consist of a material portion of the assets at any of the facility locations of Borrowers at East Alton, Illinois, Cuba, Missouri and Montpelier, Ohio.”
Permitted Disposition. The definition of “Permitted Disposition” in Section 1.1 of the Credit Agreement is hereby deleted and the following substituted therefor: “Permitted Disposition” means: (a) sales, abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete in the ordinary course of business, (b) sales of Inventory to buyers in the ordinary course of business and the consignment of Inventory to the Government of the United Mexican States in the ordinary course of business pursuant to a written agreement (the “DCAM Consignment”); provided, that, the maximum value of Inventory at the Government of the United Mexican States at any one time shall not exceed $1,000,000 10 (c) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan Documents, (d) the non-exclusive licensing or sublicensing of Intellectual Property or other general intangibles (other than the exclusive licenses in effect on the Amendment No. 4 Effective Date as set forth on Schedule L-1) and licenses, leases or subleases of other property (in each case other than Eligible Accounts, Eligible Inventory, Eligible Equipment and Eligible Real Property), in each case, in the ordinary course of business and so long as any such transaction shall not: (i) materially interfere with the business of Parent and its Subsidiaries, (ii) adversely affect, limit or restrict the rights of Agent to use any Intellectual Property of Loan Parties to sell or otherwise dispose of any Inventory or other Collateral, (iii) have a material and adverse effect on the value of such Intellectual Property, or (iv) otherwise adversely limit or interfere in any respect with the use of any such Intellectual Property by Agent in connection with the exercise of its rights or remedies hereunder or under any of the other Loan Documents; (e) the granting of Permitted Liens, (f) the sale or discount, in each case without recourse, of Accounts arising in the ordinary course of business, but only in connection with the compromise or collection thereof, (g) any involuntary loss, damage or destruction of property, (h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property; (i) the leasing or subleasing of assets of Parent or its Subsidiaries (other than Accounts and Inventory) in the ordinary course of business, (j) the sale or issuance of Equity In...