Total Sale shall have the definition specified in Section 2.20 of the Plan.
Total Sale means a single Transaction or series of Transactions covering all of the Company's four market units.
Total Sale means any of the following events: (i) the merger or consolidation of the Company with or into another corporation, (ii) the liquidation of the Company, (iii) the sale to a Third Party of all or substantially all of the assets of the Company pursuant to a plan of liquidation or otherwise or (iv) the sale to a Third Party of Shares (other than through a public offering of Shares pursuant to a registration statement (other than a Form S-8 or successor forms) filed with, and declared effective by, the Securities and Exchange Commission); in each case, provided that, as a result thereof, the NMP Entities cease to beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act but without regard to the 60-day period provided for in Rule 13d-3(d)(1)(i)), directly or indirectly through any Affiliate of the NMP Entities, any voting securities of the Company. For purposes of the Plan, the sale of “substantially all of the assets of the Company” means the sale of assets representing more than 95% of the consolidated assets of the Company, determined on a fair market value basis.
Examples of Total Sale in a sentence
In the event that provision in writing is made as aforesaid in connection with a Total Sale, the unexercised portion of the Option or the new options substituted therefor shall continue in the manner and under the terms provided in the Plan and this Agreement and in such writing.
You based the Finance Charge, Total of Payments, and Total Sale Price as if all payments were made as scheduled.
The Total Sale Price is payable as specified in the milestones set forth in the Sales Agreement upon execution of this Agreement without further demand.
Until the Total Sale Price has been paid in full, Purchaser shall insure the Equipment against fire and extended coverage perils in an amount equal to the full Total Sale Price, with loss first payable to Seller as its interest may appear.
Seller agrees to sell, and Xxxxxxxxx agrees to purchase the Equipment from Seller, at the Total Sale Price set forth on the face hereof and subject to the terms and conditions of this Agreement.
More Definitions of Total Sale
Total Sale shall have the meaning specified in Section 2.3 hereof.
Total Sale means any of the following events: (i) the merger or consolidation of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change of the then outstanding shares of Class A Common Stock), or (ii) the liquidation of the Company, or (iii) the sale to any person who is not a partner or an affiliate of either of Forstmann Little & Co. Equity Partnership - V, L.P., a Delaware limited partnership ("Equity-V"), or Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership - VI, L.P., a Delaware limited partnership ("MBO-VI"), (Equity-V and MBO-VI together, the "FL & Co. Companies") or an affiliate of such partner (a "Third Party") of all or substantially all of the assets of the Company pursuant to a plan of liquidation or otherwise, or (iv) the sale to a Third Party of Class A Common Stock (other than through a public offering); in each case, provided that, as a result thereof, the FL & Co. Companies, the direct or indirect partners of either of the FL & Co. Companies and any affiliates of any of the foregoing cease to own, directly or indirectly, any shares of the voting stock of the Company, and (b) the term "Partial Sale" shall mean any sale by the FL & Co. Companies of all or a portion of their shares of Class A Common Stock to a Third Party, including through any public offering, which sale is not a Total Sale.
Total Sale means the sale of all or substantially all of the assets of the Group, whether in a single transaction or a series of related transactions.
Total Sale means any of the following events: (i) the merger or consolidation of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change of the then outstanding shares of Class A Common Stock), or (ii) the liquidation of the Company, or (iii) the sale to any Person other than any of the FL & Co. Companies or an Affiliate (as hereinafter defined) or a partner of any of the FL & Co. Companies or an Affiliate of such partner (a "Third Party") of all or substantially all of the assets of the Company pursuant to a plan of liquidation or otherwise, or (iv) the sale to a Third Party of Class A Common Stock (other than through a Public Offering); in each case, provided that, as a result thereof, the FL & Co. Companies, the direct and indirect partners of any of the FL & Co. Companies and any Affiliates of any of the foregoing cease to own, directly or indirectly, any shares of the voting stock of the Company, (b) the term "Partial Sale" shall mean any sale by the FL & Co. Companies of all or a portion of their shares of Class A Common Stock to a Third Party, including through any Public Offering, which sale is not a Total Sale, (c) the term "Person" shall mean an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof and (d) the term "Affiliate," shall mean, with respect to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.
Total Sale means any of the following events: (i) the merger or consolidation of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving corporation and which does not result in any capital reorganization or reclassification or other change of the then outstanding shares of Common Stock), or (ii) the liquidation of the Company, or (iii) the sale to any person who is not a partner or an affiliate of either of Forstmann Little & Co. Equity Partnership-V, L.P., a Delaware limited partnership ("Equity-V"), or Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership - VI, L.P., a Delaware limited partnership ("MBO-VI"), (Equity-V and MBO-VI together, the "FL & Co. Companies") or an affiliate of such partner (a "Third Party") of all or substantially all of the assets of the Company pursuant to a plan of liquidation or otherwise, or (iv) the sale to a Third Party of Common Stock (other than through a public offering); in each case, provided that, as a result thereof, the FL & Co. Companies, the direct or indirect partners of either of the FL & Co. Companies and any affiliates of any of the foregoing cease to own, directly or indirectly, any shares of the voting stock of the Company, and (b) the term "Partial Sale" shall mean any sale by the FL & Co. Companies of all or a portion of their shares of Common Stock to a Third Party, including through any public offering, which sale is not a Total Sale.
Total Sale means an Equity Sale that results in the Borrower no longer owning at least 20% of the voting Equity Interests in the Double E Joint Venture.
Total Sale means (i) the sale, lease, exchange, transfer or other disposition, either directly or indirectly, of all or substantially all of the assets of all of the Project Companies to any Person who is not an Affiliate of Purchaser at the time of such transaction, (ii) any merger, consolidation, business combination or equity sale, either directly or indirectly, with respect to 100% of the equity of all of the Project Companies, in each case, involving a counterparty or counterparties who is not an Affiliate of Purchaser or (iii) any debt, equity or other financing or refinancing transaction with respect to more than 50% of the debt at the Project Companies (as of the date of such event) or utilizing a Tokumei Kumiai contract in order to raise capital with respect to substantially all of the Projects (each of the foregoing transactions in this clause (iii), a “Total Financing”); provided that (A) any of the foregoing transactions with respect to all or substantially all of the assets held directly by, or equity of, Purchaser or Pattern US Finance Company LLC shall not constitute a “Total Sale” for any purposes under this Agreement and (B) if any of the foregoing transactions are consummated with respect to a controlled Affiliate of Purchaser, and such transaction pertains to assets other than the Projects owned by such controlled Affiliate of Purchaser, then such transaction shall only be deemed a Total Sale to the extent the assets or equity of the Projects comprise at least 50% of the assets and/or equity with respect to which such transactions are being consummated.