Co-Sale Transaction definition

Co-Sale Transaction means a transaction whereby a majority of the Shares become beneficially owned by a single Person (including Affiliates of such Person).
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Co-Sale Transaction shall have the meaning set forth in Section 4.1.
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Co-Sale Transaction means a Disposition by either Principal Holder of the Common Stock beneficially owned under Rule 13d-3 under the Exchange Act by such Principal Holder; provided that the following transactions shall not constitute a Co-Sale Transaction: (i) a Disposition in connection with a Drag-Along Sale in which Drag-Along Rights are exercised; (ii) a pledge of Common Stock to a financial institution or other lender in connection with a financing; (iii) a sale of Common Stock on the principal market on which Common Stock is listed or traded, and (iv) a Disposition to an Affiliate of the Principal Holder or to its members so long as such Affiliate (or members) becomes a party to this Agreement and agrees to be bound by the terms and conditions hereof to the same extent and in the same manner as the Principal Holder. In the event the Principal Holder proposes to make a Disposition of Common Stock in a Co-Sale Transaction it shall provide notice thereof to each Holder at least thirty (30) days prior to the date of such Disposition (the “Tag-Along Notice”).
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Examples of Co-Sale Transaction in a sentence

  • If the Co-Sale Purchaser is unwilling or unable to purchase all of the Shares such Stockholders desire to sell, neither the Company nor any Stockholders shall enter into the Co-Sale Transaction.


More Definitions of Co-Sale Transaction

Co-Sale Transaction means any transaction in which the Executive is entitled to sell Option Shares or Conversion Shares pursuant to exercise of the Co-Sale Rights. The Executive may elect to exercise the Option (to the extent it has become exercisable) in a cashless net exercise (resulting in delivery of a number of shares having a value equal to the intrinsic value of the Option or portion thereof exercised, less applicable withholding). In the event of termination of the Term of Employment by the Company other than for Cause, or in the event of termination by the Executive for Good Reason, or by reason of death or Disability of the Executive, the Option will become exercisable to the extent that it would have become exercisable if the Term of Employment had continued until the earlier of the scheduled expiration of the Term of Employment or the first anniversary of the Employment Termination Date, and to the extent so vested, the Option will remain exercisable until the first anniversary of the Employment Termination Date. For purposes of the Option Agreement, “Change in Control” will be defined as (i) a sale by the Company of substantially all of its assets in one transaction or a series of related transactions, (ii) the acquisition by any person, entity, or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) who or which is not a direct or indirect owner of the Company’s equity securities as of the Commencement Date, of (x) the power or ability, by contract or otherwise, to appoint a majority of the members of the Board or (y) equity interests in the Company representing over fifty percent (50%) of the voting power in the Company (including voting power exercisable on a contingent or deferred basis as well as immediately exercisable voting power), (iii) a merger or consolidation involving the Company in which holders of the Company’s equity securities immediately before the merger or consolidation do not immediately after the merger or consolidation own over fifty percent (50%) of the voting power in the entity surviving the merger or consolidation (including voting power exercisable on a contingent or deferred basis as well as immediately exercisable voting power), (iv) the dissolution and liquidation of the Company or (v) individuals who, as of May 14, 2008, constitute the entire Board of Directors of the Company (“Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, t...
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Co-Sale Transaction means either of the following events: (i) shares of Stock representing a majority of the voting power of the Company become beneficially owned by a single Person (including Affiliates of such Person), or (ii) excluding shares issued in connection
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Co-Sale Transaction means a privately negotiated sale or transfer of any Shares with any third party or a block lot sale or transfer of any Shares with a broker and shall not include sales pursuant to Rule 144.
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Co-Sale Transaction shall have the meaning set forth in Exhibit D.
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Co-Sale Transaction means any Transfer in connection with which the Transferor is required to comply with the provisions of Section 3.2.
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Co-Sale Transaction has the meaning specified in Section 5.1.
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Related to Co-Sale Transaction

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

  • 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:

  • Business Combination Transaction means:

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

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • 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.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • 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.

  • 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.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Public-finance transaction means a secured transaction in connection with which:

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Package Transaction means a transaction involving two or more instruments:

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • 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.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.