Disposition of Shares of the Company

Disposition of Shares of the Company. Means the 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 of any shares of the Company in any manner other than in a transaction: (i) in which all of the shares of the Company are transferred to a single transferee; (ii) in which such transferee of the Company shares agrees to assume the obligations of Parent... and the Company under this Agreement; (iii) in which Parent (or any other transferor that has assumed the obligations of Parent under this Agreement) agrees not to transfer the interest received in exchange for the Company shares transferred except in a transaction that satisfies the requirements of clauses (i), (ii), and (iv) of this sentence and to notify the Notice Persons of any such transfer in the manner required by Section 4 of this Agreement; and (iv) with respect to which gain or loss will not be required to be recognized by Parent (or by any transferor of the Company shares that assumed the obligations of Parent under this Agreement) under U.S. federal income tax principles. View More