Permitted Successor definition

Permitted Successor is defined in Section 5.02 of the Sale Agreement.
Permitted Successor means a company that, immediately following the consummation of a transaction specified in clauses (c) and (d) of the definition of "Change in Control" above, satisfies each of the following criteria: (a) 50% or more of the outstanding common stock of the company and the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (in each case determined immediately following the consummation of the applicable transaction) is beneficially owned, directly or indirectly, by all or substantially all of the Persons who were the beneficial owners of the Company's outstanding Common Stock and outstanding securities entitled to vote generally in the election of directors (respectively) immediately prior to the applicable transaction; (b) no Person other than an Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding common stock of the company or the combined voting power of the outstanding securities of the company entitled to vote generally in the election of directors (for these purposes the term Excluded Holder shall include the company, any subsidiary of the company and any employee benefit plan of the company or any such subsidiary or any trust holding common stock or other securities of the company pursuant to the terms of any such employee benefit plan); and (c) at least a majority of the board of directors of the company is comprised of Continuing Directors.
Permitted Successor means an entity that is an assignee or transferee of the Interest of the General Partner as permitted by this Section 12.1(b). The admission of a Permitted Successor as a general partner of the Partnership shall be effective upon the filing of an amendment to the Certificate with the Secretary of State of the State of Delaware which indicates that the Permitted Successor has been admitted as a general partner of the Partnership. If the General Partner assigns its entire Interest, the General Partner shall cease to be a general partner of the Partnership simultaneously with the admission of the Permitted Successor as a general partner of the Partnership. Any such Permitted Successor is hereby authorized to and shall continue the business of the Partnership without dissolution.

Examples of Permitted Successor in a sentence

  • The approval by the stockholders of Kaydon of a complete liquidation or dissolution of Kaydon or the sale or disposition of all or substantially all of the assets of Kaydon other than to a Permitted Successor.

  • First, it is clear that the EU is unwilling to extend the same level of concessions to the BLNS and South Africa.

  • In connection with such cooperation, Seller agrees, upon request of Buyer to “direct deed” for actual interests in the Property to a Permitted Successor or Assignee of Buyer.

  • The Agreement and the rights and obligations hereunder shall not be assignable by any Party (including by operation of law in connection with a merger or consolidation of such Party), except to a Permitted Successor as provided in Sections 5.01(a) and 5.02(a) without the prior written consent of the other Parties hereto.

  • Other than the Permitted Successor or Assignee, Buyer shall not assign any or all of its rights and obligations pursuant to this Agreement (whether by direct or indirect transfer or assignment) without Seller’s prior written consent, which may be granted or withheld in Seller’s sole discretion.


More Definitions of Permitted Successor

Permitted Successor means, with respect to EPS, any successor as referred to in Section 2.01.(a) of this Agreement and, with respect to BRC, any successor as referred to in Section 2.02.(a) of this Agreement.
Permitted Successor means a corporation which, immediately following the consummation of a transaction specified in the definition ofChange in Control” above, satisfies each of the following criteria:
Permitted Successor means a corporation that immediately after the consummation of a transaction described in the definition ofChange in Control” satisfies all of the following criteria: (a) at least 60% of the voting securities of such corporation is beneficially owned by Persons who were the beneficial owners of the Company’s Common Stock immediately prior to such transaction, (b) no Person other than an Excluded Holder beneficially owns, directly or indirectly, 20% or more of the outstanding voting securities of such corporation and (c) at least a majority of the Board of Directors of such corporation is comprised of Continuing Directors.
Permitted Successor means any successor holding company, as referred to in Sections 5.01.(a)(i) and 5.02.(a)(i).
Permitted Successor means, in the respect of the preamble definition of theCompany”, after the effectiveness of the Assumption Agreement, the Parent, and thereafter any other permitted successor.
Permitted Successor means any natural Person that (a) has not committed a felony offense or entered a plea of “guilty” or “no contest” to a felony offense or any crime involving moral turpitude, (b) has not committed a material act of dishonesty, fraud, embezzlement, misappropriation or financial dishonesty in such Person’s past employment or service to any organization and (c) has significant management and relevant industry experience.