Liquidation or Sale of Assets. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and
Liquidation or Sale of Assets. The stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets to another person, which is not a wholly owned subsidiary of the Company (i.e., 50% or more of the total assets of the Company); or
Liquidation or Sale of Assets. The stockholders of Employer shall approve a plan of complete liquidation of Employer or an agreement for the sale or disposition by Employer of all or a substantial portion of Employer's assets to another person or entity, which is not a wholly owned subsidiary of Employer (i.e., fifty percent (50%) or more of the total assets of Employer).
Liquidation or Sale of Assets. Consummation of (A) a plan of complete liquidation or (B) a sale or disposition by CNS of all or substantially all of CNS’s assets. “The sale or disposition by CNS of all or substantially all of CNS’s assets” shall mean a sale or other disposition transaction or series of related transactions involving assets of CNS or of any direct or indirect subsidiary of CNS (including the stock of any direct or indirect subsidiary of CNS) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefor or by such other method as the Board of Directors of CNS determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than 75% of the fair market value of CNS. For purposes of the preceding sentence, the “fair market value of CNS” shall be the aggregate market value of CNS’s outstanding common stock (on a fully diluted basis) plus the aggregate market value of CNS’s other outstanding equity securities. The aggregate market value of CNS’s common stock shall be determined by multiplying the number of shares of CNS common stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement (“Transaction Date”) with respect to the sale or disposition by CNS of all or substantially all of CNS’s assets by the average closing price for CNS’s common stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of CNS shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of CNS’s common stock or by such other method as the Board of Directors of CNS shall determine is appropriate. Employee agrees that, subject to the terms and conditions of this Agreement, in the event of a Change in Control of CNS occurring after the date hereof, Employee will remain in the employ of CNS for a period of 30 days from the occurrence of such Change in Control.
Liquidation or Sale of Assets. The stockholders of Viking shall approve a plan of complete liquidation of Viking or an agreement for the sale or disposition by Viking of all or a substantial portion of Viking's assets to another person, which is not a wholly owned subsidiary of Viking (i.e., 50% or more of the total assets of Viking); or
Liquidation or Sale of Assets. Notwithstanding anything set forth herein to the contrary, the Executive shall have no claim against the Company or any member of the AVG Group if the Executive’s employment terminates by reason of the liquidation or sale of assets of the Company, provided that he is offered employment with any concern or undertaking resulting from such liquidation or sale of assets on terms and conditions which taken as a whole are not substantially less favorable than the terms of this Agreement.
Liquidation or Sale of Assets. TIMET shall not (and TIMET shall not allow any Guarantor to) (a) liquidate or dissolve (except as permitted by Section 11.2 of this Agreement); or (b) sell, lease, enter into a sale-leaseback transaction or securitization, or otherwise dispose of all or any material portion of its business or assets, except (i) sales or dispositions between or among TIMET and its Subsidiaries, provided, however, that if a proposed sale or other transfer of assets (not including a sale or transfer in the ordinary course of business consistent with past practices or on arm’s length terms or the transfer of the stock of Loterios Spa to a foreign Subsidiary) by TIMET or a Guarantor to a foreign Subsidiary of TIMET would cause the aggregate amount of sales or transfers of assets (not including sales or transfers in the ordinary course of business consistent with past practices or on arm’s length terms or the transfer of the stock of Loterios Spa to a foreign Subsidiary) by TIMET and the Guarantors to TIMET’s foreign Subsidiaries to exceed $10,000,000 in any calendar year, TIMET must demonstrate to the Agent’s reasonable satisfaction that, at the time in question, the availability under the Borrowing Base (i.e., the amount by which the Borrowing Base exceeds the Outstanding Amount (regardless of whether TIMET is required to maintain a Borrowing Base at such time)) would be greater than $35,000,000 after giving effect to the proposed sale or transfer, (ii) the sale by TIMET of the Capital Stock of ValTimet, SAS, or MZI, LLC, (iii) the grant of licenses for the use of any intellectual property, (iv) sales of Inventory in the ordinary course of business, (v) the sale or trade-in of used, surplus, or obsolete equipment for reasonably equivalent value, (vi) the sale of Accounts as to which collection is doubtful in the ordinary course of TIMET’s (or the Guarantor’s) business, consistent with past practice, (vii) sales or dispositions permitted under Sections 11.3, 11.4, 11.5, 11.6, and 11.7 of this Agreement, (viii) the transfer of legal title by TIMET to TRECO LLC (or a designee of TRECO LLC) of the TRECO Property), (ix) the sale or transfer by TIMET of any land (other than the TRECO Property) in the vicinity of TIMET’s Henderson, Nevada, plant, which land is not currently used or reasonably expected to be used in the foreseeable future for TIMET’s titanium metals operations, (x) the transfer or sale by either TMCA of the Capital Stock of Loterios SpA, or by TFMC of any Capital Stoc...
Liquidation or Sale of Assets. The stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company's assets to another person, which is not a wholly owned subsidiary of the Company (i.e., 50% or more of the total assets of the Company); or (d) STOCKHOLDINGS. Any "person" (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under that act), directly or indirectly of more than twenty percent (20%) of the total voting power represented by the Company's then outstanding voting Securities.
Liquidation or Sale of Assets. Approval by the shareholders of US BioEnergy of (i) a complete liquidation or dissolution of US BioEnergy or (ii) the sale or other disposition of all or substantially all of the assets of US BioEnergy (in one or a series of transactions), other than to a corporation with respect to which, immediately following such sale or other disposition, more than 50% of, respectively, the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and the then outstanding shares of common stock of such corporation is then beneficially owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners, respectively, of the voting securities of US BioEnergy immediately prior to such sale or other disposition in substantially the same proportions as their beneficial ownership immediately prior to such sale or other disposition, of the voting securities of US Bio Energy, as the case may be III Mxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 tele (000) 000-0000 fax (000) 000-0000 wxx.xxxxxxxxxxx.xxx ixxx@xxxxxxxxxxx.xxx US BioEnergy
Liquidation or Sale of Assets. Contran shall not (a) liquidate or dissolve; or (b) sell, lease, enter into a sale-leaseback transaction or securitization, or otherwise dispose of all or any material portion of its business or assets, except (x) sales of inventory in the ordinary course of business, (y) the sale or trade-in of used, surplus, or obsolete equipment for reasonably equivalent value, or (z) the sale of accounts as to which collection is doubtful in the ordinary course of Contran’s business, consistent with past practice.
