Approved Company Sale definition

Approved Company Sale means if BRS Majority Holders approve a sale of all or substantially all of the Company’s assets determined on a consolidated basis or a sale of all (or a lesser percentage, if necessary, as determined by BRS Majority Holders for accounting, tax or other reasons) of the Company’s outstanding Common Stock (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to an Independent Third Party or group of Independent Third Parties. “Approved Company Sale” shall not include the Merger.
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Approved Company Sale means any Sale Transaction approved by Directors who were designated by Members who collectively hold at least a majority of all Common Units held by those Members who are entitled to designate Directors (which approving Directors must include a Director (if any are then serving on the Board and have not failed to attend a recalled Board meeting in accordance with Section 6.04(b)) designated by each of the WME Member, the SL Member and the KKR Member).
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Approved Company Sale means a sale of the Company (by sale of securities, merger, consolidation, sale of substantially all of the assets, or any similar transaction) if (a) it is consummated after the third anniversary date of this Agreement, or (b) it results in the receipt by the WP Stockholders of cash or Marketable Securities (valued at Fair Market Value) having a value of at least equal to 200% of the Investment Price of the Shares held by the WP Stockholders.
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Examples of Approved Company Sale in a sentence

  • This Agreement will automatically terminate and be of no further force or effect immediately after the consummation of an Approved Company Sale.

  • If the Approved Company Sale is structured as a merger or consolidation, then each holder of Equityholder Units shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation.

  • Reasonable reimbursement of housing or relocation costs may be granted by the governing board.

  • This Agreement will automatically terminate and be ----------- of no further force or effect immediately after the consummation of an Approved Company Sale.

  • Notwithstanding anything to the contrary in this Agreement, other than in an Approved Company Sale, in no event shall any Member Transfer all or any portion of their respective Membership Interests prior to an IPO to a Prohibited Holder.

  • If the Approved Company Sale is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each holder of Stockholder Shares shall agree to sell all of his Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the holders of a majority of the Stockholder Shares then outstanding.

  • Each holder of Stockholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Company Sale as requested by the Company.

  • Each holder of Units shall take all necessary or desirable actions in connection with the consummation of an Approved Company Sale as requested by the Board, including, without limitation, executing the applicable purchase agreement.

  • Notwithstanding the foregoing, in connection with and as part of any Approved Company Sale, the Company shall use commercially reasonable efforts to Transfer all of the outstanding shares of capital stock of CNIC in lieu of the Units of Company owned by CNIC for the same aggregate consideration that CNIC would have received had it transferred all of its Units in the Company.

  • The provisions of this Section 6 of Article IV shall only apply to the Class B Common Stockholders in the event that either the Company Sale is an Approved Company Sale or Class B Common Stockholders of at least a majority of the outstanding shares of Class B Common Stock otherwise consent to such Company Sale.


More Definitions of Approved Company Sale

Approved Company Sale has the meaning given to such term in the Securityholders Agreement.
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Approved Company Sale shall have the meaning set forth in Section 3(a).
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Approved Company Sale means a sale of the Corporation’s equity by Stockholders that includes shares of Class B Common Stock (by sale of securities, merger, consolidation or any similar transaction) if it satisfies any of the following: (a) it is consummated after the sixth anniversary date of the Effective Date1; or (b) it results in the receipt by the holders of shares of Class B Common Stock of cash or Marketable Securities (valued at Fair Market Value) having a value equal to or greater than, (i) 200% of the Aggregate Investment Price, if received during the three year period after the Effective Date (the date that such period ends is referred to herein as the “Third Anniversary”), (ii) an amount representing an Internal Rate of Return of at least 18%, if received during the two year period beginning on the day after the Third Anniversary and ending on the day that is the fifth anniversary date of the Effective Date (such date referred to
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Approved Company Sale has the meaning set forth in Section 10.3(a).
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Approved Company Sale has the meaning set forth in Section 12.1.
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Approved Company Sale has the meaning set forth in Section 4. ---------------------
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Related to Approved Company Sale

  • Company Sale means a transaction with a third Person that is not an Affiliate of the Company or group of third Persons that, acting in concert, do not collectively constitute Affiliates of the Company, pursuant to which such Person or Persons acquire, in any single transaction or series of related transactions, (i) all of the outstanding Equity Securities of the Company, (ii) all or substantially all of the assets of the Company and its Subsidiaries or (iii) Equity Securities of the Company authorized and issued following the Effective Date and possessing the power to elect or appoint a majority of the Board of Directors (or any similar governing body of any surviving or resulting Person).

  • Approved company means a company approved by the Minister under clause 17A(1)”;

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Approved Entity means a body corporate which, on the occurrence of the Takeover Event, has in issue Approved Entity Shares.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Company Transaction means the consummation of

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Qualified IPO means an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-4 or Form S-8) of the Equity Interests of any Parent Entity which generates cash proceeds of at least $100.0 million.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.

  • Scheduled Closing Date Has the meaning specified in the NPA.

  • Approved Sale has the meaning set forth in 2.1(d).

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.