Corporation Sale definition

Corporation Sale means the closing of (a) a consolidation or merger of the Corporation with or into another entity or other corporate reorganization in which the Corporation is not the surviving entity (excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation), (ii) a transaction or series of related transactions in which in excess of fifty percent (50%) of the voting power of the Corporation is transferred to a third party (or group of affiliated third parties), excluding a bona fide equity financing transaction, or (iii) a sale, transfer, exclusive license or other disposition (but not including a transfer or disposition by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the Corporation.
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Corporation Sale means (A) any transaction or series of related transactions (whether by merger, consolidation, tender offer, exchange offer, stock transfer or otherwise) that results in any Third-Party Purchaser acquiring beneficial ownership of Equity Securities of the Corporation that represent more than 50% of (1) the issued and outstanding shares of Corporation Common Stock or (2) the combined voting power of the then-outstanding voting Equity Securities of the Corporation, (B) any transaction or series of transactions constituting a merger, consolidation, reorganization or other business combination, however effected, following which the members of the Board or the board of directors of FaZe Clan Inc. immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the board of directors of the company surviving the combination or, if the surviving company is a subsidiary, the ultimate parent company thereof, or (C) any sale, transfer or other disposition to a Third-Party Purchaser of all or more than 50% of the assets (by value), or assets generating at least 50% of the gross revenues or net income, of the Corporation and its subsidiaries on a consolidated basis (other than any sale, transfer or other disposition of property or assets in the ordinary course of business). For clarity, the preceding clause (A) shall include any merger or consolidation of the Corporation with any Person if immediately after the consummation of such merger or consolidation, the Corporation Common Stock outstanding immediately prior to such merger or consolidation do not continue to represent, or are not converted into, voting securities representing in the aggregate more than 50% of the combined voting power of all of the outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent company thereof;
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Corporation Sale means a transaction (or series of related transactions) with one or more non-affiliates, pursuant to which such party or parties acquire (i) capital stock of the Corporation or the surviving entity possessing the voting power to elect a majority of the board of directors of the Corporation or the surviving entity (whether by merger, consolidation, sale or transfer of the Corporation’s capital stock or otherwise, except any such merger, consolidation, sale or transfer of the Corporation’s capital stock involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger, consolidation, sale or transfer of the Corporation’s capital stock continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger, consolidation, sale or transfer of the Corporation’s capital stock at least fifty and one tenth percent (50.1%), by voting power, of the capital stock of (a) the surviving or resulting corporation or (b) if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such merger, consolidation, sale or transfer of the Corporation’s capital stock the parent corporation of such surviving or resulting corporation (provided that, for the purpose of this definition, all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such merger, consolidation, sale or transfer of the Corporation’s capital stock or upon conversion of Convertible Securities outstanding immediately prior to such merger, consolidation, sale or transfer of the Corporation’s capital stock shall be deemed to be outstanding immediately prior to such merger, consolidation, sale or transfer of the Corporation’s capital stock and, if applicable, converted or exchanged in such merger, consolidation, sale or transfer of the Corporation’s capital stock on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); or (ii) all or substantially all of the Corporation’s assets determined on a consolidated basis (an “Asset Sale”). For the avoidance of doubt, a transfer of the Corporation’s intellectual property rights to CLS001 (omiganan pentahydrochloride), its lead product candidate, whether by way of sublicense, assignment, sale, transfer, collaboration, joint venture, strategic alliance or otherwise shall not be deemed an Asset Sale or a Corpor...
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Examples of Corporation Sale in a sentence

  • Intending bidders shall quote lump sum rates per cft for stocks duly delivered at J&K Forest Development Corporation Sale Depot / Predetermined Delivery Point / Final Destination as shown in the Annexure to NIT.

  • Repealed by the Housing Loans Insurance Corporation (Sale of Assets and Abolition) Act 1990 s.

  • Intending bidders shall quote lump sum rates per cft for stocks duly delivered at J&K Forest Development Corporation Sale Depot/Predetermined Delivery Point/Final Destination as shown in the Annexure to NIT.

  • Payment of the Holder Corporation Sale Optional Redemption Price pursuant to this Section 8(c) shall constitute a redemption in full of such Series A Preferred Stock and after the payment in full of such amounts, all such shares of Series A Preferred Stock shall cease to be outstanding for all purposes.

  • Sale of Mepco Finance Corporation Sale Transaction SummarySigned Asset Purchase Agreement (APA) on December 30, 2016 to sell the business and majority of assets of Mepco Finance Corporation (Mepco) to Seabury Asset Management LLC (Seabury).

  • Insert instead “from whom any assets”.Explanatory noteSchedule 1 to the Freight Rail Corporation (Sale) Act 2001 deals with the transfer of assets, rights and liabilities (under transfer orders to be made pursuant to the sale of FreightCorp) from the transferor to the transferee.

  • The closing of the Holder Corporation Sale Optional Redemption shall take place at the Corporation’s principal executive office or place of business on the date the Sale of the Company is consummated.

  • Intending bidders shall quote lump sum rates per cft for stocks duly delivered at J&K Forest Development Corporation Sale Depot / Predetermined Delivery Point/Final Destination as shown in the Annexure to NIT.

  • Decision 2000-41, TransAlta Utilities Corporation, Sale of Distribution Business (July 5, 2000), in which the Board approved the sale by TransAlta Utilities Corp.

  • Should the supplier fail to [project outcome] in the time stipulated by the supplier in the proposal or within such time granted by an approved extension of time, the supplier shall be assessed a disincentive of [$ ] per calendar day which will continue to be assessed until all [project outcome – define in detail] is completed.


More Definitions of Corporation Sale

Corporation Sale shall have the meaning ascribed to it in the Charter.
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Corporation Sale means:
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Related to Corporation Sale

  • Corporation Securities means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).

  • Corporation Security or “Corporation Securities” means (i) Common Shares, (ii) shares of preferred stock issued by the Corporation (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation §§ 1.382-2T(h)(4)(v)) and 1.382-4 to purchase Securities of the Corporation, and (iv) any Shares.

  • Corporation means a corporation, association, company, joint-stock company or business trust.

  • Public corporation means a county, city, village, township, port district, drainage district, special assessment district, or metropolitan district of this state, or a board, commission, or another authority or agency created by or under an act of the legislature of this state.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Sale of the Corporation means (i) the sale of all or substantially all of the Corporation's assets to a Person who is not an Affiliate of the Corporation, (ii) the sale or transfer of the outstanding capital stock of the Corporation to one or more Persons who are not Affiliates of the Corporation, or (iii) the merger or consolidation of the Corporation with or into another Person who is not an Affiliate of the Corporation, in each case in clauses (ii) and (iii) above under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Corporation, immediately prior to such transaction, own less than a majority in voting power of the outstanding capital stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Corporation (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Corporation shall be deemed a Sale of the Corporation.

  • Merger has the meaning set forth in the Recitals.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Corporations means the corporations identified on Schedule 1 hereto.

  • Amalgamating Corporations means both of them;

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Acquiring Corporation means (i) the continuing or surviving corporation of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a merger in which Issuer is the continuing or surviving person, and (iii) the transferee of all or substantially all of Issuer's assets.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Preferred Shareholder means any holder of the Preferred Shares.

  • Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;

  • Preferred Shareholders means the holders of Preferred Shares.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • the Corporation means any further education corporation to which this Instrument applies;

  • Successor Holdings has the meaning assigned to such term in Section 6.03(a)(v).

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

  • Existing Shareholders has the meaning set forth in the preamble.

  • 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).

  • close corporation means a close corporation within the meaning of the Close Corporations Act, 1984 (Act No. 69 of 1984);

  • Participating Corporation means any Parent, Subsidiary or Affiliate that the Committee designates from time to time as eligible to participate in this Plan. For purposes of the Section 423 Component, only the Parent and Subsidiaries may be Participating Corporations, provided, however, that at any given time a Parent or Subsidiary that is a Participating Corporation under the Section 423 Component shall not be a Participating Corporation under the Non-Section 423 Component. The Committee may provide that any Participating Corporation shall only be eligible to participate in the Non-Section 423 Component.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;