Favored Sale definition

Favored Sale shall have the meaning set forth in the Chapter 11 Plan; provided that, notwithstanding such meaning, the Acquisition shall be deemed a Favored Sale for all purposes of this Agreement and the other Credit Documents.
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Favored Sale shall have the meaning set forth in the Chapter 11 Plan.
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Favored Sale means, prior to the occurrence of the Common Share Trigger, any Sale of the Company to the Interested Party for which the aggregate value of consideration (excluding any consideration provided in the form of a rights offering) offered, directly or indirectly, to all holders of Class A Shares and Class B Shares is at least $[810] million and at most $[855] million, which shall include (a) at least $[505] million of cash consideration, and (b) at least [35]% and at most [39]% of the aggregate consideration, excluding any value provided in the form of a rights offering, shall be comprised of equity in the Interested Party, which shall be valued by the New Board in good faith.
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Examples of Favored Sale in a sentence

  • If a Common Share Trigger does not occur as a result of a Favored Sale or Other Sale, an exchange of the Class A Shares and/or Class B Shares for the consideration to be received in such sale may be treated as a taxable exchange in which gain or loss may be recognized.

  • There is a spiritual warfare but the fight is not with flesh but with principalities and spirits.

  • An amendment to extend the date by which a Favored Sale could occur represented a modification to both the warrants and the participation right held by the Class B holders.

  • The tax consequences to an Irish Holder will depend on whether or not a Common Share Trigger occurs and the terms of any Favored Sale or Other Sale, which have not yet been determined.

  • The conditions of the Favored Sale were established in anticipation of a Churchill merger and mirror the ultimate agreement executed on October 12, 2020.

  • The Board of Directors and required level of warrant holders amended the warrants such that the deadline for a Favored Sale to occur was extended to October 12, 2020.

  • If a Common Share Trigger does not occur as a result of a Favored Sale or Other Sale, an exchange of the Class A Shares and/or Class B Shares for the consideration to be received in such sale may be treated as a taxable exchange in which gain or loss may be recognized (see B.4.b — “Sale, Exchange or Other Taxable Disposition,” above), subject to the structure and the terms of such Favored Sale or Other Sale.

  • If a Common Share Trigger does not occur as a result of a Favored Sale or Other Sale, an exchange of the Class A Shares and/or Class B Shares for the consideration to be received in such sale maybe treated as a taxable exchange in which gain or loss may be recognized (see B.4.b — “Sale, Exchange or Other Taxable Disposition,” above), subject to the structure and the terms of such Favored Sale or Other Sale.


More Definitions of Favored Sale

Favored Sale means, prior to the occurrence of the Common Share
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Favored Sale means prior to the occurrence of the Common Share Trigger, any Sale of the Company to the Interested Party for which the aggregate value of consideration (excluding any consideration provided in the form of a rights offering) offered, directly or indirectly, to all holders of Class A Shares and Class B Shares is $[810] million, which shall include (a) at least
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Favored Sale means, prior to the occurrence of the Common Share Trigger, any Sale of the Company to the Interested Party for which the aggregate value of consideration (excluding any consideration provided in the form of a rights offering) offered, directly or indirectly, to all holders of Class A Shares and Class B Shares is $[810] million, which shall include (a) at least $[505] million in cash, (b) $[285] million in equity in the Interested Party, excluding any value provided in the form of a rights offering, which shall be valued using the original issue price of shares in the Interested Party (the date on which such shares were issued, the “Valuation Date”) (which amount may be subject to dilution by exercise of any outstanding warrants of the Interested Party, but shall be subject to adjustments for any other action taken by the Interested Party or its existing shareholders that has the effect of decreasing the value of the shares between the Valuation Date and the consummation of the Favored Sale, as determined by the New Board in good faith) and (c) up to $[20] million in debt containing terms and conditions substantially similar to those contained in the New Exit Facility.
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Related to Favored Sale

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

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

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

  • Subsequent Sale means the sale of additional Securitization Property by the Seller to the Issuer after the Initial Transfer Date, subject to the satisfaction of the conditions specified in the Sale Agreement and the Indenture.

  • 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).

  • 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.

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

  • Stock Sale means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

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

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • NMPA means National Medicine Products Administration of China (formerly known as the China Food and Drug Administration), or its successor.

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Proposed Transaction is defined in Section 6.2(a).

  • Material Transaction means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a material purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other material transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the board of directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s or such subsidiary’s ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

  • Excluded Transactions means:

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

  • 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.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.