Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 50% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company shall be based on fair market value, as determined by a majority of the members of the Incumbent Board;
Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors. However, in no event shall a Change in Control be deemed to have occurred under this Plan with respect to a Participant if the Participant is part of a purchasing group which consummates a transaction resulting in a Change in Control. A Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for: (i) passive ownership of less than three percent (3%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors).
Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions (other than a transfer to a Related Entity or a transfer under conditions that would constitute a Non-Control Transaction, with the disposition of assets being regarded as a Merger) of 50% or more of the assets of the Corporation and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Corporation shall be based on the total gross fair market value, as determined by a majority of the members of the Incumbent Board without regard to any associated liabilities. For the avoidance of doubt, the distribution to the Corporation’s stockholders of the stock of a Related Entity or any other assets that constitute 50% or more of the assets of the Corporation and its subsidiaries on a consolidated basis (determined as aforesaid) shall constitute a Major Asset Disposition (whether or not such distribution constitutes a Non-Control Transaction). Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or Voting Securities by the Corporation which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons; provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Corporation and, after such share acquisition by the Corporation, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.
Examples of Major Asset Disposition in a sentence
The Corporation shall not consummate a Major Asset Disposition prior to the time that Convertibility Approval has been obtained, except with the affirmative vote at a meeting or the written consent of the holders of more than 66-2/3% of the outstanding shares of Series A Stock.
In the event that the Corporation engages in a Major Asset Disposition on and after the time that Convertibility Approval has been obtained, the holders of Series A Stock shall have the right to convert all of the Series A Stock to Common Stock in accordance with Section 5, but whether or not prior to June 30, 2009.
Any such redemption pursuant to this paragraph (e)(i)(B) must occur on or prior to ninety (90) days after the receipt by the Corporation of the proceeds of each Major Asset Disposition or sale of Capital Stock.
More Definitions of Major Asset Disposition
Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis.
Major Asset Disposition means a sale, transfer or other disposition of all or substantially all of the assets of the Borrowers and their Subsidiaries (taken as a whole) in a single or a series of related transactions.
Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 80% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based
Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its Subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors. For purposes of clarity, the transaction consummated on or about July 1, 2015 pursuant to which the Company spun-off from its former parent company (The Xxxxxxx & Xxxxxx Company) pursuant to the Master Separation Agreement between The Xxxxxxx & Xxxxxx Company and Xxxxxxx & Xxxxxx Enterprises, Inc., dated as of June 8, 2015 was not and shall not for any purpose hereunder be deemed to constitute a Change in Control.
Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions during a 12-month period (other than to an entity, 50% or more of the total voting power of which is owned, directly or indirectly, by Cayman Holdings) of 50% or more of all of the assets of Cayman Holdings and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of Cayman Holdings shall be based on the total gross fair market value, as determined by a majority of the members of the incumbent Cayman Board, without regard to any associated liabilities;
Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 70% or
Major Asset Disposition means an Asset Disposition or series of related Asset Dispositions involving assets with a fair market value in excess of $2 million.