Sale Transaction definition

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

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Sale Transaction means a transaction or series of related transactions pursuant to which (a) the Company is merged, consolidated or reorganized into or with another person, or securities of the Company are exchanged for securities of another person, or (b) the Company sells all or a substantial portion of its assets to another person.

Sale Transaction means a transaction or series of related transactions involving (i) the consolidation or merger of Company with another Person, (ii) a sale of all or substantially all of the assets of Company, (iii) a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of capital stock of Company, (iv) the consummation of a stock purchase agreement or other business combination with another Person whereby such other Person acquires more than the 50% of the outstanding capital stock of Company.

Examples of Sale Transaction in a sentence

In the event of a Sale Transaction or a sale of assets by the Company outside the ordinary course of business that involves a full or partial liquidity event for Members, the Board may determine whether a Tax Distribution should be made with respect to taxable income or gain recognized in connection with such event.
In the event the TRG Member delivers a Cash Election pursuant to this Section 7.2(b)(iv), the receipt of Cash Consideration in accordance with this Section 7.2(b)(iv) by the TRG Member shall be a condition to the consummation of the Sale Transaction.
If Licensor does not deliver a Offer during the Offer Period, then, during the 120 days following the last day of the Offer Period, Parent may offer a Sale Transaction to any Person who is not a Company Affiliate, and during such 120-day period consummate any such Sale Transaction.
If, by the end of such 120-day period, Parent has not received a bona fide firm and binding written offer from a third party that Parent reasonably determines in its good faith judgment to have a higher value and to be otherwise more favorable for Parent than the value of the Offer, then Parent may accept the Offer and use its reasonable best efforts to consummate a Sale Transaction on the terms of the Offer as soon as reasonably practicable.
If Parent does not consummate a Sale Transaction during such 120-day period, then Parent may not consummate any Sale Transaction or offer any Sale Transaction to any Person who is not a Company Affiliate without first complying anew with this Section 10.4.

More Definitions of Sale Transaction

Sale Transaction shall have the meaning set forth in Section 4.2.

Sale Transaction has the meaning set forth in Section 4(a)(i).

Sale Transaction has the meaning set forth in Section 2.9 of this Agreement.

Sale Transaction has the meaning set forth in Section 11.8 (Successors and Assigns).

Sale Transaction means the sale of all or substantially all of the assets or capital stock of the Company, or the merger, consolidation or reorganization of the Company.

Sale Transaction shall have the meaning provided in Section 13.4(a).

Sale Transaction means (a) (i) the merger or consolidation of the Company into or with one or more Persons, (ii) the merger or consolidation of one or more Persons into or with the Company or (iii) a tender offer or other business combination if, in the case of (i), (ii) or (iii), the stockholders of the Company prior to such merger or consolidation do not retain at least a majority of the voting power of the surviving Person or (b) the voluntary sale, conveyance, exchange or transfer to another Person of (i) the voting Capital Stock of the Company if, after such sale, conveyance, exchange or transfer, the stockholders of the Company prior to such sale, conveyance, exchange or transfer do not retain at least a majority of the voting power of the Company or (ii) all or substantially all of the assets of the Company.