PIC Sale definition
PIC Sale means the sale of assets contemplated by that certain Stock Purchase Agreement (the "PIC Purchase Contract") dated December 31, 1998, between Pacific Life and Accident Insurance Company and General Electric Financial Assurance Holdings, Inc., in the form executed, as of the Amendment No. 5 Effective Date, as such form may be amended or modified from time to time after the Amendment No. 5 Effective Date, provided that any such amendment or modification was, in the sound business judgment of the Company and its Board of Directors, in the best interests of the Company, and provided further that any such amendment or modification that reduced the aggregate consideration to be received by the Company or the net cash component thereof was consented to in writing by the Majority Banks; it being under-stood that the reduction of the consideration to be received by the Company pursuant to the exercise by the purchaser of a right under the PIC Purchase Contract or because an insurance regulator required that a portion of the consideration be invested in an Insurance Company would not be a reduction in the consideration to be received by the Company requiring the consent of the Majority Banks.