Common use of Sale of the Company Clause in Contracts

Sale of the Company. A "Sale of the Company" means the consummation of a sale by the Company to any entity not affiliated with or controlled by the Company of (i) 51% or more of the outstanding capital stock of the Company through purchase, merger, consolidation, combination or otherwise or (ii) all or substantially all of the assets of the Company.

Appears in 3 contracts

Samples: Agreement (Peerless Manufacturing Co), K) Agreement (Peerless Manufacturing Co), Agreement (Peerless Manufacturing Co)

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Sale of the Company. A "Sale of the Company" means the consummation of a sale by the Company to any entity not affiliated with or controlled by the Company of ” shall mean and include (i) 51% or more a sale of the outstanding capital stock of the Company through purchase, merger, consolidation, combination or otherwise or (ii) all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company, or (ii) a merger, consolidation, sale, transfer or other transaction or series of related transactions (excluding a financing transaction) in which the holders of the capital stock of the Company will hold, upon consummation of such transaction, less than fifty percent (50%) in interest of the voting securities of the surviving entity.

Appears in 3 contracts

Samples: Note Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Aegerion Pharmaceuticals, Inc., Aegerion Pharmaceuticals, Inc.

Sale of the Company. A "Sale of the Company" means ” shall mean a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the consummation of a sale by the Company to any entity not affiliated with or controlled by the Company of Company, in an arms-length transaction, shares representing more than fifty percent (i50%) 51% or more of the outstanding capital stock voting power of the Company through purchase, merger, consolidation, combination or otherwise or (ii) all or substantially all of the assets of the Companya “Stock Sale”).

Appears in 1 contract

Samples: Adoption Agreement (Planet Technologies, Inc)

Sale of the Company. A "Sale of the Company" means the consummation of a sale by the Company to any entity not affiliated with or controlled by the Company of shall mean (i) 51% or more sale of the outstanding capital stock of the Company through purchase, merger, consolidation, combination or otherwise or (ii) all or substantially all of the assets of the Company, (ii) the merger or consolidation with any other person or entity or (iii) a transaction or series of transactions in which any person or entity or group of persons or entities acquires, either directly or indirectly, securities representing more than 50% of combined voting power of the Company's outstanding securities.

Appears in 1 contract

Samples: Shareholders' Agreement (Numerex Corp /Pa/)

Sale of the Company. A "Sale of the Company" means the consummation of a sale by the Company to any entity not affiliated with or controlled by the Company of ” shall mean and include (i) 51% or more a sale of the outstanding capital stock of the Company through purchase, merger, consolidation, combination or otherwise or (ii) all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company., or (ii) a merger, consolidation, sale, transfer or other transaction or series of related transactions (excluding a financing transaction) in which the holders of the capital stock of the Company will hold, upon consummation of such transaction, less than fifty percent (50%) in interest of the voting securities of the surviving entity. Reserved

Appears in 1 contract

Samples: Note Purchase Agreement (Aegerion Pharmaceuticals, Inc.)

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Sale of the Company. A "The term “Sale of the Company" means ” shall mean the consummation sale of a sale by the Company to any entity not affiliated with or controlled by the Company of (i) 51more than 80% or more of the outstanding capital stock voting securities of the Company through purchase, merger, consolidation, combination or otherwise or (ii) all the Purchaser or substantially all of the assets of the CompanyCompany or the Purchaser.

Appears in 1 contract

Samples: Participation Share Agreement (Archipelago Learning, Inc.)

Sale of the Company. A "Sale of the Company" means the consummation either: (a) a transaction or series of related transactions in which a sale by Person, or a group of related Persons, acquires from stockholders of the Company to any entity not affiliated with or controlled by the Company of (i) 51shares representing more than 50% or more of the outstanding capital stock voting power of the Company through purchase, merger, consolidation, combination or otherwise (a “Sale of Control”); or (iib) all or substantially all of the assets a transaction that qualifies as a Deemed Liquidation Event. The term “Approved Sale of the Company.” means a Sale of the Company where either:

Appears in 1 contract

Samples: Adoption Agreement (Ener-Core Inc.)

Sale of the Company. A "The term “Sale of the Company" means the consummation closing of a sale by the Company to any entity not affiliated with transaction or controlled by the Company series of (i) 51% transactions in which all or more substantially of the outstanding capital assets or common stock of the Company through purchaseare sold, mergertransferred, consolidation, combination or otherwise disposed of. Notwithstanding the foregoing, with respect to any severance benefits that are not exempt from Code Section 409A, “Sale of the Company” shall mean a change in the ownership or (ii) all effective control of the Company or substantially all in the ownership of a substantial portion of the assets of the CompanyCompany under Code Section 409A(a)(2)(A)(v) and regulations thereunder.

Appears in 1 contract

Samples: Retention Agreement (Castle a M & Co)

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