Qualified Transaction means (a) any sale or other transfer of, or any release of Liens relating to, any Accounts or any books or records relating thereto, so long as (i) the Borrower delivers to the Agent (A) at least five Business Days prior to the proposed closing date of such transaction, a draft Borrowing Base Certificate prepared on a pro forma basis after giving effect to such transaction and (B) on the closing date of such transaction, a final Borrowing Base Certificate prepared on a pro forma basis after giving effect to such transaction and (ii) if the aggregate Credit Exposures of all Lenders exceeds the Borrowing Base in effect on the closing date of such transaction after giving effect thereto, the Borrower prepays Loans and pays cash to the Agent as required by Section 2.10(c) or (b) any other sale or other transfer of, or any other release of Liens relating to, any Accounts or any books or records relating thereto, so long as (i) the aggregate consideration received with respect to the transaction pursuant to which such Accounts are sold or otherwise transferred does not exceed $10,000,000 and (ii) the aggregate book value of Eligible Accounts sold or otherwise transferred pursuant to such transaction does not exceed $1,000,000; provided that no Accounts sold or transferred pursuant to the foregoing clause (a) or (b) shall be used in any securitization, factoring or similar financing program of the Borrower or any of its Subsidiaries.
Qualified Transaction means a qualified
Qualified Transaction means one or more acquisitions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever; and “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of 50.1% or more of the shares of the outstanding Common Stock of the Company, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided, however, that the following acquisitions shall not constitute a Change of Control for the purposes hereof: (A) any acquisitions of Common Stock or securities convertible, exercisable or exchangeable into Common stock directly from the Company or from any affiliate of the Company, or (B) any acquisition of Common Stock or securities conver...
Examples of Qualified Transaction in a sentence
The General Partner and each Required Partner shall cooperate in good faith in connection with the consummation of the Approved Qualified Transaction.
In the event that the information set forth in the Drag-Along Notice changes from that set forth in the initial Drag-Along Notice, a subsequent Drag-Along Notice shall be delivered by PubCo no less than seven (7) days prior to the closing of the Approved Qualified Transaction.
More Definitions of Qualified Transaction
Qualified Transaction means any Change of Control transaction in which the gross cash proceeds payable with respect to each share of Common Stock at closing of the transaction are at least $10 per share (as adjusted for stock dividends, stock splits, combinations, recapitalizations or other similar events after the date hereof affecting the capital stock of the Company) if approved unanimously by the Board of Directors (excluding Series Preferred Directors and the Company’s Chief Executive Officer).
Qualified Transaction means a Change of Control.
Qualified Transaction means any merger, consolidation or other business combination of PubCo, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and any series of preferred stock issued by PubCo that are generally entitled to vote in the election of directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.
Qualified Transaction means one or more acquisitions or dispositions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever.
Qualified Transaction means a (i) a spin-off, split-off, or sale of the Commerce or Banking segment or a segment of the Company that is at least as large in size to either the Commerce or Banking segment, (ii) a sale of more than fifty percent (50%) of the assets of the Company, (iii) a Change in Control or (iv) a transaction of a similar nature deemed to be a Qualified Transaction by the Committee.
Qualified Transaction means (i) an IPO or (ii) a Sale Transaction.
Qualified Transaction means a transaction, other than a transaction involving a loan or an advance of money or credit by a bank, credit union, or savings and loan institution, under which a party: