Sale of the Company Transaction definition

Sale of the Company Transaction means any Transaction in which the stockholders of the Company immediately prior to such Transaction, together with any and all of such stockholders’ Affiliates, do not own or hold, immediately after consummation of such Transaction, shares of capital stock of the Acquiring Person in connection with such Transaction possessing at least a majority of the total voting power of the outstanding capital stock of such Acquiring Person.
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Sale of the Company Transaction means any Transaction in which the shareholders of the Company immediately prior to such Transaction do not own or hold, immediately after consummation of such Transaction, shares of capital stock of the surviving person or entity or acquiring person or entity, as applicable, in connection with such Transaction representing at least a majority of the total voting power of the outstanding capital stock of such surviving person or entity or such acquiring person or entity, as the case may be.
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Sale of the Company Transaction means any transaction or series of related transactions (including a recapitalization, merger or other business combination) that, after giving effect thereto, would result in the holders of all of the Common Stock outstanding immediately prior to the consummation of such transaction having record ownership, directly or indirectly, of less than 50% of all the common stock of the surviving entity outstanding immediately after the consummation of such transaction.
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Examples of Sale of the Company Transaction in a sentence

  • Notwithstanding the foregoing, all of the Option Shares shall vest as of immediately prior to the closing of a Sale of the Company Transaction (as such term is defined in the Plan).

  • Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a Public Offering or Sale of the Company Transaction, the exercise of any portion of this Warrant may, at the election of the Registered Holder, be conditioned upon the consummation of the Public Offering or Sale of the Company Transaction in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

  • Without limiting the generality of the foregoing, upon a Sale of the Company Transaction structured as a sale of the capital stock of the Company (whether by direct sale, merger or otherwise), in lieu of any exercise hereof and sale of the underlying Exercise Shares, the Registered Holder shall have the right to transfer and sell this Warrant to one or more third party purchasers for the purchase price otherwise payable by such Persons for Common Stock in such transaction less the Aggregate Exercise Price.

  • The foregoing provisions of this Section 4(b) shall be implemented ratably across all Unvested Option Shares that are subject to the Option immediately prior to such Sale of the Company Transaction regardless of when the Option would have otherwise become exercisable for such Unvested Option Shares pursuant to Section 4(a) above.

  • The Liquidating Trustee is required to take all action necessary in order to effect a Sale of the Company Transaction or a Common Stock Distribution, whichever results from the Sales Process, and to make liquidating distributions as contemplated by the Settlement.

  • The foregoing provisions of this Section 5(b) shall be implemented ratably across all Unvested Shares outstanding immediately prior to such Sale of the Company Transaction regardless of when such Unvested Shares would have otherwise vested pursuant to Section 5(a) above.

  • The Settlement will result in an effort to consummate a Sale of the Company Transaction that will maximize the value to stockholders, including the Partnership, of their stock in the Company.

  • In the event there is no Sale of the Company Transaction, the resulting Common Stock Distribution will eliminate the Partnership as a 66% stockholder and materially increase the public float for the Company's common stock.

  • Religious Institutions – one (1) At-Large Board Member elected by caucus.

  • As part of the Settlement, Defendants acknowledge that their decision to seek out a Sale of the Company Transaction is a direct result of the California and Delaware Actions and the filing of proxy materials proposing the Sutherland Plan.


More Definitions of Sale of the Company Transaction

Sale of the Company Transaction means any transaction or combination of transactions, whether a merger, consolidation, reorganization, sale to a third party of the Company's stock, sale of assets or other similar transaction, that results in or is designed to result in, one or more of (i) a transfer of beneficial ownership of all or substantially all of the currently issued and outstanding common stock of the Company, (ii) a disposition of all or substantially all of the Company's assets, or (iii) the liquidation of the Company.
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Sale of the Company Transaction means any of (a) a transaction or series ofrelated transactions pursuant to which a Person or a group of related Persons will directly or indirectly acquire 100% of the outstanding Units of the Company, (b) a merger or consolidation in which (i) the Company is a constituent party or (ii) a Subsidiary of the Company is a constituent party and the Company issues Units pursuant to such merger or consolidation, in either such case, other than any such merger or consolidation involving the Company or a Subsidiary in which the Units of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity interests of the surviving or resulting Person that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity interests (in each case counting any shares or other equity interests issued in such merger or combination to an Affiliate of any holder of Units of the Company prior such merger or combination as existing outstanding Units) of (x) the surviving or resulting Person, or (y) if the surviving or resulting Person is a wholly owned subsidiary of another Person immediately following such merger or consolidation, the parent entity of such surviving or resulting Person, (c) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any Subsidiary of the Company of all or substantially all the assets of the Company and its Subsidiaries taken as a whole, or (d) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more Subsidiaries of the Company if substantially all of the assets of the Company and its Subsidiaries taken as a whole are held by such Subsidiary or Subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a another Subsidiary of the Company.
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Sale of the Company Transaction means any transaction or series of transactions pursuant to which any Person or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than the Securityholders of the Corporation immediately prior to such transaction or series of transactions, holds beneficial ownership of a majority of the voting power of the Securities or the Capital Stock of any Material Subsidiary (whether or not by acquisition of newly-issued Securities from the Corporation or shares of Capital Stock from any Material Subsidiary).
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Sale of the Company Transaction means a transaction, or series of transactions, pursuant to which: (a) the Company would sell all or substantially all of its assets, (b) the Members would sell Units that entitle the holders thereof to cast a majority of the votes entitled to be cast by the holders of all Units or (c) the Company would merge or consolidate with another entity and, as a result thereof, the Members immediately prior to such transaction or series of transactions would hold less than fifty percent (50%) of the combined voting power of the outstanding equity securities of the surviving entity immediately following such transaction or series of transactions.
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Related to Sale of the Company Transaction

  • Company Transaction means the consummation of

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Public-finance transaction means a secured transaction in connection with which:

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Company Transaction Expenses means all costs, fees and expenses payable by the Company or any of its Subsidiaries to any Person incurred by or on behalf of the Company, any of its Affiliates or any of the Sellers on or before the Closing in connection with the preparation, negotiation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing (but calculated assuming consummation of the transactions contemplated hereby such that all Company Transaction Expenses that become payable as a consequence of, or upon, the Closing are included), including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers; (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments to be made by, the Company or any of its Subsidiaries related to any transaction or retention bonus, incentive bonus, stay bonus, long-term incentive awards, termination or change-of-control payment, severance or other compensatory payments to be made to any current or former employee, director or other current or former individual service provider of the Company or any of its Subsidiaries, in whole or in part, as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer), including Tax “gross up” payments payable with respect to any of the foregoing; (d) the required employer portion of payroll or similar Taxes payable in connection with the Option Cancellation Payments or any Company Transaction Expenses (or an item that would have been a Company Transaction Expense if it had not been paid prior to the Closing); (e) any termination, exit or similar fees and expenses payable to any Seller or any of their respective Affiliates as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby pursuant to any advisory, management or other similar Contract with the Company or any of its Subsidiaries; and (f) all other fees and expenses payable by the Company or any of its Subsidiaries in connection any transactions contemplated with other potential acquirors of (or investors in) the Company or any of its Subsidiaries (including in connection with any auction process) or other strategic alternatives pursued by the Company or any of its Subsidiaries (including any public or private offering of securities).

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Company Transaction Costs means the transaction costs and expenses of the Acquired Companies relating to the Merger, including all legal and accounting fees, brokerage fees, commissions and finders’ fees payable to brokers or finders that were employed by any Acquired Company or any of its agents, officers, directors or employees or agents thereof.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Reorganization Transactions shall have the meaning set forth in the recitals.