QUALIFIED SALE OF THE COMPANY Sample Clauses

QUALIFIED SALE OF THE COMPANY. All Un-Time-Vested Securities shall become Time-Vested Securities in connection with the consummation of a Qualified Sale of the Company, so long as Executive is employed by the Company or any of its Subsidiaries on the date of such sale. For purposes hereof, a "QUALIFIED SALE OF THE COMPANY" means a Sale of the Company in which the consideration paid in such sale for at least 50% of the Company's outstanding equity securities or of the Company's consolidated assets consists of cash and/or publicly traded equity securities (E.G., 66.7% of the consideration for such Sale of the Company would have to consist of cash and/or publicly traded equity securities if only 75% of the Company's outstanding equity securities were sold in such transaction).
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QUALIFIED SALE OF THE COMPANY. If during any Fiscal Year, Parent enters into a definitive agreement with respect to a Qualified Sale of the Company (a “Qualified Sale Agreement”), as soon as reasonably practicable thereafter and in any event not later than fifteen (15) calendar days after entering into such Qualified Sale Agreement, the Earnout Committee shall prepare and deliver or cause to be prepared and delivered to the Stockholders’ Committee a statement (a “Qualified Sale Acceleration Statement”) setting forth in reasonable detail the Earnout Committee’s determination (together with all supporting calculations) of the Earnout Notional Acceleration Amount. Within ten (10) calendar days following the Earnout Committee’s delivery of such Qualified Sale Acceleration Statement to the Stockholders’ Committee, the Stockholders’ Committee may elect, on behalf of all Eligible Earnout Recipients, whether to accept payment of the Earnout Acceleration Amount in lieu of any future payments of Contingent Merger Consideration pursuant to this Section 3.02 (any such election, a “Qualified Sale Acceleration Election”). If the Stockholders’ Committee makes a Qualified Sale Acceleration Election and such Qualified Sale of the Company actually closes, then, subject to Sections 2.12 and 3.02(h), (i) at the closing of such Qualified Sale of the Company, Parent shall deposit or cause to be deposited an amount in cash with the Earnout Paying Agent equal to the Earnout Acceleration Amount and (ii) upon the payment (subject to the vesting provisions of the BSA Unvested Option Escrow Agreement) at the closing of such Qualified Sale of the Company of the Earnout Acceleration Amount in cash to such Eligible Earnout Recipients (with each Eligible Earnout Recipient to receive an amount equal to the Per Share Earnout Payment Amount for each share of Company Common Stock held by such Eligible Earnout Recipient immediately prior to the Effective Time on a fully diluted basis (assuming the conversion to Company Common Stock of all outstanding Company Preferred Stock held by such Eligible Earnout Recipient immediately prior to the Effective Time), the exercise in full of all Cash-Out Options held by such Eligible Earnout Recipient immediately prior to the Effective Time (without regard to the exercise price of such Cash-Out Options), the exercise in full of all BSA Escrowed Options held by such Eligible Earnout Recipient immediately prior to the Effective Time (without regard to the exercise price of such BSA Escrow...
Sample 1

Related to QUALIFIED SALE OF THE COMPANY

  • Sale of the Company The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement.

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Purchase or Sale of Partnership Securities The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Securities; provided that, except as permitted pursuant to Section 4.10, the General Partner may not cause any Group Member to purchase Subordinated Units during the Subordination Period. As long as Partnership Securities are held by any Group Member, such Partnership Securities shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Securities for its own account, subject to the provisions of Articles IV and X.

  • Sale of Company In the event that a controlling interest (over 50%) of --------------- ELCOM is sold to a third party, other then the Public markets, EMPLOYEE may exercise one hundred percent (100%) of all options granted under Section 2 herein. EMPLOYEE must exercise said options within sixty (60) days of notification of the acquisition of a controlling interest by a third party. Any Options not exercised by EMPLOYEE within this sixty (60) day period will terminate in full upon expiration of said sixty (60) day period.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purpose of the Company The purpose of the Company shall be to engage or participate in any lawful business activities in which a limited liability company formed in the State of Delaware may engage or participate.

  • Capitalization of the Company The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

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