Sale of Assets definition

Sale of Assets means the sale of all or substantially all of the assets of the Company.

Sale of Assets shall refer to a transaction or series of transactions consummated prior to the Newco Transaction Date in which the Company sells or otherwise transfers to one or more third-parties unaffiliated with the Company all or substantially all of the Mat Jackup Rig Assets.

Sale of Assets. The Corporation sells to a third party substantially all of the Corporation's assets. For purposes of this Agreement, sale of substantially all of the Corporation's assets includes sale of Citizens South Bank alone.

Examples of Sale of Assets in a sentence

• The Corporation may pay the Advisor an interest in the gain from the Sale of Assets, for which full consideration is not paid in cash or property of equivalent value, provided the amount or percentage of such interest is reasonable.

• Such an interest in gain from the Sale of Assets shall be considered presumptively reasonable if it does not exceed 15% of the balance of such net proceeds remaining after payment to holders of Common Shares, in the aggregate, of an amount equal to 100% of the Invested Capital, plus an amount equal to six percent of the Invested Capital per annum cumulative.

• Unless otherwise provided in any resolution adopted by the Board of Directors, the Corporation may pay the Advisor an interest in the gain from the Sale of Assets, for which full consideration is not paid in cash or property of equivalent value, provided the amount or percentage of such interest is reasonable.

• Such an interest in gain from the Sale of Assets shall be considered presumptively reasonable if it does not exceed fifteen percent (15%) of the balance of such net proceeds remaining after payment to Stockholders, in the aggregate, of an amount equal to one hundred percent (100%) of the Invested Capital, plus an amount equal to six percent (6%) of the Invested Capital per annum cumulative.

• The Company may pay (including through the issuance of an interest by the Operating Partnership) the Advisor or its Affiliates an interest in the gain from the Sale of Assets, for which full consideration is not paid in cash or property of equivalent value, provided the amount or percentage of such interest is reasonable.

More Definitions of Sale of Assets

Sale of Assets has the meaning specified in the Purchase Contract Agreement.

Sale of Assets means, with respect to the Corporation, Acquisition or any of their Subsidiaries, any sale, lease, conveyance or other disposition of assets of the Corporation, Acquisition or such Subsidiary, as the case may be, not made in the ordinary course of business, other than (i) any recapture by Acquisition upon termination of employee benefit plans, (ii) sales, leases, conveyances or other dispositions of assets between or among Acquisition and its Consolidated Subsidiaries, and (iii) sales of accounts and notes receivable pursuant to working capital financing.

Sale of Assets means the sale or other disposition of all or substantially all of the Partnership's assets. For purposes of this definition, the phrase "other disposition" includes a taking of all or substantially all of a property by eminent domain or the damage or destruction of all or substantially all of such property. AShareholders= Agreement@ means that Shareholders= Agreement made and entered as of the _29_ day of July, 1999, by, between, and among Greenwood Racing, Inc., Pennwood Racing, Inc., Greenwood Limited Partner, Inc., Benstone Partners, Penn National Holding Company, Penn National GSFR, Inc., and Pennsylvania National Turf Club, Inc., as same may be amended from time to time. ATreasury Regulation@ means the regulations promulgated by the Internal Revenue Service, in accordance with the Internal Revenue Code of 1986, as amended, and the corresponding provisions of any future Internal Revenue law.

Sale of Assets means a sale, lease or exchange of all or substantially all of the assets of an entity which is subject to the IHI Dispositions.

Sale of Assets means a sale, assignment, transfer, lease or conveyance of all or substantially all of the properties and assets of the Company to any Person which results in a voluntary liquidation, dissolution or winding up of the Company.

Sale of Assets means the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

Sale of Assets means any sale of all or substantially all of the Company’s assets. In furtherance of the foregoing, the Company is hereby expressly authorized by each Remaining Member to take any or all of the following actions on such Remaining Member’s behalf (without receipt of any further consent by such Remaining Member): (i) vote all of the voting securities of such Remaining Member in favor of any such Acquisition Transaction or Sale of Asset; (ii) otherwise consent on such Remaining Member’s behalf to such Acquisition Transaction or Sale of Asset; (iii) sell all of such Remaining Member’s shares in such Acquisition Transaction or Sale of Assets, in accordance with the terms and conditions of this Section 1.4; and/or (iv) act as the Remaining Member’s attorney-in-fact in relation to any such Acquisition Transaction or Sale of Assets and have the full authority to sign and deliver, on behalf of such Remaining Member, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to any shares in the capital of the Company in the event that such Remaining Member has lost or misplaced the relevant share certificate. Notwithstanding the foregoing provisions of this Section 1.4, the Remaining Members shall not be obligated to vote, consent and/or sell their shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Members do not also do so with respect to all of the applicable class or series of the Company’s shares held by them.