Sale of the Company definition

Sale of the Company means the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.

Sale of the Company means either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Restated Certificate.

Sale of the Company means any transaction or series of transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the aggregate acquire(s) (i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s equity, securityholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

Examples of Sale of the Company in a sentence

• For purposes of this Warrant, a “Change in Control” shall mean and be deemed to be occasioned by, and to include, (A) Sale of the Company (as defined in the Voting Agreement), or (B) any voluntary or involuntary liquidation, dissolution or winding up of the Company.

• Ex. G (Minutes of Manager and Members Meeting Amending the Operating Agree- ment of SLP for the Sale of the Company).) The Board Resolution states in pertinent part: “ RE- SOLVED, that the Sale of [SLP] and it's [sic] As- sets to David Scheinberg is hereby approved[.]” The Board Resolution was signed by LillianPaolino, Kevin Tilton, and Stephen Paolino.

• The term “ Sale of the Company as a going concern” OR “Sale of the Company on going concern basis” wherever used in this document shall mean, sale of the Company as a going concern on “as is where is basis”, “as is what is basis”, “whatever there is basis and “no recourse basis” in accordance with the provisions of IBC, Liquidation Process Regulations and this Sale Process Memorandum.

• Any additional Net Profits or Net Losses (or, if necessary, gross items of income, gain, loss, deduction, and credit) for such Fiscal Year, other than Net Profits or Net Losses with respect to a Dissolution Event or Sale of the Company, shall be allocated to the Members, in proportion to their respective Percentage Interests.

• All unpaid principal, and all accrued but unpaid interest, shall be due and payable on the earlier of (such date, the “Maturity Date”): (a) 36 months after the Effective Date, unless extended at the sole discretion of Holder; and (b) the occurrence a Sale of the Company.

More Definitions of Sale of the Company

Sale of the Company means (i) any sale of all or substantially all (as defined in the Model Business Corporation Act) of the assets of the Company and its Subsidiaries on a consolidated basis in one transaction or series of related transactions, (ii) any sale of all or substantially all of the Common Units in one transaction or series of related transactions, excluding any sales of Common Units in a Public Sale or (iii) a merger or consolidation which accomplishes one of the foregoing; provided that the transactions contemplated by the Merger Agreement do not constitute a Sale of the Company.

Sale of the Company shall have the meaning set forth in the Securityholders Agreement.

Sale of the Company means any transaction or series of transactions pursuant to which any person(s) or entity(ies) other than the Investors and its Affiliates in the aggregate acquire(s) (i) capital stock of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Company's board of directors (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company's capital stock, shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company's assets determined on a consolidated basis; provided that the term "SALE OF THE COMPANY" shall not include a Public Offering.

Sale of the Company means the sale of the Company to one or more Independent Third Parties, pursuant to which such party or parties acquire (i) Capital Stock of the Company possessing the voting power to elect a majority of the Board (whether by merger, consolidation, recapitalization or sale or transfer of the Company’s Capital Stock or otherwise); or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

Sale of the Company means a merger or consolidation effecting a change in control of the Company, a sale of all or substantially all of the Company's assets or a sale of a majority of the Company's outstanding voting securities.

Sale of the Company means any transaction or series of transactions pursuant to which any person or entity acquires (i) capital stock of the Company possessing the voting power under normal circumstances to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company's capital stock or otherwise) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.

Sale of the Company means (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; provided, however, that a Sale of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.