Sale Transaction. Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.
Sale Transaction. Each of the Parties agrees that a sale transaction or transactions (whether by way of merger(s), consolidation(s), stock purchase(s) or sale(s) of substantially all of the business of Holdings as currently conducted, a "SALE TRANSACTION")) should be pursued by the Board. Promptly upon the execution of this Agreement, Holdings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders describing the Recapitalization. Additionally, contemporaneously with (or promptly after) the filing of the proxy materials with respect to the Shareholder Vote, Holdings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders indicating that Holdings intends to pursue strategic alternatives, including a Sale Transaction. Specifically, Holdings and the Consenting Noteholders agree that: (i) Holdings shall retain an investment bank of nationally recognized standing mutually acceptable to the Board and the Consenting Noteholders (the "NEW INVESTMENT BANK") on terms mutually acceptable to the Board and the Consenting Noteholders for the purpose of advising Holdings and its subsidiaries and the Board on a Sale Transaction; (ii) the New Investment Bank shall be instructed to begin as soon as practicable to prepare customary sales brochures, information memoranda and other marketing materials (collectively, "MATERIALS") necessary to market Holdings and its subsidiaries and/or their respective assets; (iii) the New Investment Bank shall be instructed to work with Holdings on the preparation of a data room for purposes of facilitating a Sale Transaction; and (iv) the New Investment Bank shall be instructed to (A) identify potential strategic and financial purchasers ("POTENTIAL PURCHASERS") that it reasonably believes may be interested in participating in a Sale Transaction (and have the financial wherewithal to successfully consummate a Sale Transaction) and (B) as the New Investment Bank may reasonably determine to be desirable, enter into customary and appropriate confidentiality agreements with one or more of such Potential Purchasers; PROVIDED, that in no event shall Holdings, Investco, Wireless or their respective agents (including the New Investment Bank) distribute any Materials or otherwise initiate any discussions or negotiations with Potential Purchasers in a Sale Transaction prior to the effective date of the Exchange (except that the New Investment Bank and counsel to Holdings and Investco may negotiate the term...
Sale Transaction. Borrower will not, directly or indirectly, enter into any Sale Transaction unless such Sale Transaction is permitted under the Operating Agreement.
Sale Transaction. For purposes of this Agreement, “
Sale Transaction. No Member shall enter into any transaction or series of related transactions resulting in a Sale Transaction unless (a) such transaction or transactions is approved in accordance with this Agreement and (b) the terms of such transaction or transactions provide that the consideration to be paid to the Members of is to be allocated in accordance with the preferences and priorities set forth in this Agreement.
Sale Transaction. Each Investor further agrees that, it will appear in person or by proxy at the 2019 Annual Meeting (including any adjournment or postponement thereof) and take all necessary steps and actions, individually and collectively, to instruct and cause their nominees, brokers, agents, representatives or proxies to vote all shares of Common Stock beneficially owned by such Investor at such meeting in accordance with the Board’s recommendation on the Company’s proposal to approve the transactions (the “Sale Transaction”) contemplated by that certain Membership Interest Purchase Agreement, dated November 11, 2019, by and among the Company, Verso Paper Holding LLC and Pixelle Specialty Solutions LLC (“2019 Annual Meeting Proposal 2”). Each Investor shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this paragraph (k). Each Investor further agrees it will not take any action that would reasonably be expected to interfere with, delay, impede or postpone the approval or closing of the Sale Transaction.
Sale Transaction. No later than May 31, 2023 (or, such later date as the Administrative Agent shall reasonably agree in its sole discretion), deliver to one or more interested buyers, with a copy to the Administrative Agent’s advisors (collectively, the “Agent’s Advisors”), an initial draft purchase agreement with respect to the proposed sale of the California Medicare Advantage business (the “California Medicare Advantage Disposition”).
Sale Transaction. If the Company consummates a Sale Transaction while this Note remains outstanding, the holder hereof shall be entitled to receive the outstanding principal and interest due hereunder in full satisfaction of this Note. The term “Sale Transaction” means (a) a Change of Control or (b) any other transaction that is a “liquidation event” under the Company’s Amended and Restated Certificate of Incorporation dated August 24, 2016, as amended from time to time. The term “Change of Control” means (a) the acquisition of the Company by another entity by means of any transaction (including, without limitation, any reorganization, merger, purchase of outstanding stock, or consolidation); (b) a sale of all or substantially all of the material assets of the Company (including, intellectual property rights which, in the aggregate, constitute substantially all of the corporation’s material assets); or (c) the acquisition by the Company of any other entity by means of any transaction (including, without limitation, any reorganization, merger or consolidation). “Change of Control” does not, however, include (i) any such transaction in which the stockholders of the Company prior to the transaction hold more than 50% of the voting securities of the surviving or acquiring entity immediately after the transaction; or (ii) the sale of the Company’s equity securities in any private equity financing, the principal purpose of which is to raise funds for the continued operation of the Company.
Sale Transaction. The term “Sale Transaction” means (a) a Change of Control or (b) any other transaction that is a “liquidation event” under the Company’s Amended and Restated Certificate of Incorporation dated August 24, 2016, as amended from time to time.
Sale Transaction. (a) Subject to applicable law, each of the Universal Group and the Liberty Group agrees to immediately exercise its option with respect to an Exchange provided for in this Article 2 with respect to all LLC Shares held by any member of its Group simultaneously with the consummation of a merger, consolidation or amalgamation between HSN and another entity (other than an affiliate of HSN) in which HSN is acquired by such other entity or a person who controls such entity, other than a subsidiary of HSN (a "Sale Transaction"); provided that if such Sale Transaction can be effected as to the applicable holders as a tax-free exchange involving a merger or exchange of shares of members of the Universal Group (other than Universal) or Liberty Group (other than Liberty), as the case may be, the Sale Transaction shall be structured in such manner in lieu of such members exercising the option to effect an Exchange and, in lieu of receiving shares of HSN Stock upon consummation of an Exchange, such Persons shall be entitled to receive the type and amount of consideration that such Persons would have received had such Exchange been consummated immediately prior to the Sale Transaction, unless the alternative structure described in this paragraph would materially adversely affect the ability of HSN to consummate such Sale Transaction. In the case of a Sale Transaction which provides for holders of HSN Stock to elect the form of consideration, HSN shall make reasonable provision so that holders of LLC Shares may similarly make such election, to the same extent that would be the case had such holder held shares of HSN Stock immediately prior to the time of such election.
