Disposition of Company Assets

Disposition of Company Assets. Means a sale or other disposition treated as an exchange under the Code, within the period beginning immediately after the Effective Time and ending five years after the last day of the taxable year that includes the Effective Time, by Parent or the Company of all or substantially all of the assets of the Company other than (A) in the ordinary course of business, or (B) in a transfer (i) in which gain or loss will not be required to be recognized under U.S. federal income tax principles, (ii)... in which the transferee agrees, with respect to any subsequent transfer of such assets, to the same requirements under this Agreement that apply to Parent and the Company with respect to transfers of such assets, (iii) in which the Company agrees not to transfer the interest received in exchange for the assets transferred except in a transaction that would satisfy the requirements of clauses (i), (ii), and (iv) in the definition of Disposition of Shares of the Company if such interest were shares of the Company transferred by Parent, and (iv) in which the Company (and any other recipient of an interest described in clause (iii)) agrees to notify the Notice Persons of any transfer described in clause (iii) in the manner required by Section 4 of this Agreement. View More