Bona Fide Sale definition

Bona Fide Sale means a sale at Fair Market Sale Value.

Bona Fide Sale means the purchase of a facility's capital assets with cash or debt in an arm's-length transaction. It does not include:

Bona Fide Sale means the purchase of a facility’s capital assets with cash or debt in an arm’s length transaction. It does not include:

Examples of Bona Fide Sale in a sentence

• Notwithstanding the foregoing, no Investor or Stockholder shall be required as part of a Bona Fide Sale to become subject to a hold-back, indemnity or similar provision which involves (x) joint and several liability or (y) possible recourse in excess of the shares of capital stock of the Company held by such Investor or Stockholder or the proceeds received or to be received by such Investor or Stockholder in such Bona Fide Sale.

• For purposes of determining the amount, if any, of Participating Interest, Further Interest and Additional Participating Interest due to First Lender upon a Bona Fide Sale of the Tower Property, the fair market value (positive or negative) of non-cash consideration and indebtedness (collectively, "Non-Cash Consideration") included in the definition of Sale Proceeds under Section 7.04(h) shall be determined as follows.

• The foregoing notwithstanding, this Agreement shall not apply to and be of no further force and effect as to any Shares which are sold or otherwise transferred in a Bona Fide Sale.

• If Lender transfers any Warrant or the Second Amended and Restated Note (Plan B) in whole or in part to any person or entity in accordance with the terms of such documents in a transaction that does not constitute a Bona Fide Sale, any Subject Shares issued to such transferee upon its exercise of the Warrant or the Second Amended and Restated Note (Plan B), as the case may be, shall remain subject to all the terms and conditions of this Agreement.

More Definitions of Bona Fide Sale

Bona Fide Sale means a sale or other transfer of a parcel or all of the parcels to an independent third party that is unaffiliated to the Grantor on an arms-length basis.

Bona Fide Sale means the first and only the first sale of the multifamily buildings from the Developer or any successor or assign of Developer (as such successor or assign may be approved by the Town and PAR or considered a successor or assign pursuant to Section 8.21) to an Unaffiliated Buyer as defined below. Bona Fide Sale shall not include an assignment by Developer to an assignee that is managed or controlled, directly or indirectly, by members, managers, partners, or officers of Developer within the meaning of Section

Bona Fide Sale means a transfer that is made or to be made pursuant to a legally binding written agreement with a third party to purchase all or a portion of shares of stock owned by a shareholder, which written agreement must be contingent upon the options to purchase or participate in a sale as provided in this Agreement. At a minimum, the third party must place in escrow as earnest money at least fifty percent of the proposed purchase price to be paid for the selling shareholder’s shares and must provide written evidence of the third party’s financial ability to complete the purchase of the shares.

Bona Fide Sale as used in these sections, means simply that the parties to the sale are not related within the meaning of regulations section 42 CFR 413.17 and PRM section 1000ff.

Bona Fide Sale means a sale, for consideration, of all or substantially all of Tower Owner's interest in the Tower Property (or of Tower Owner's beneficial interest in the Land Trust) to an entity other than an AEW Entity, a Sears Entity or an Affiliate of AEW or Sears, in which Tower Owner does not retain or receive any form of right or option to repurchase the Tower Property or any interest therein; provided that if an AEW Entity or an Affiliate of AEW is Tower Owner and the Tower Second Loan is then outstanding, either the Tower Second Loan shall be released and terminated or all of Second Lender's interest in the Tower Second Loan shall be sold and transferred to the purchaser pursuant to the Bona Fide Sale.

Bona Fide Sale means a bona fide written offer from any Person unaffiliated with any Stockholder (i) to purchase or exclusively license all or substantially all of the assets of the Company, (ii) to purchase at least a majority of the outstanding capital stock of the Company, (iii) to merge or consolidate the Company with another entity, as a result of which at least a majority of the voting securities of the Company or surviving entity is held by Persons other than those who are Stockholders of the Company immediately prior to such transaction; or (iv) the recapitalization of the Company as a result of which at least a majority of the voting securities of the Company is held by Persons other than those who are Stockholders of the Company immediately prior to such transaction.

Bona Fide Sale means a sale in which (i) the sale by each Purchaser would be on the same terms and conditions and for the same type of consideration as is to be received by Parent, (ii) the consideration to be paid to each Purchaser in connection with such transaction consists solely of cash, Freely Tradeable Securities or cash and Freely Tradeable Securities, (iii) no Purchaser shall be required to make any representations or warranties (except as to its title to and authority to convey the shares of common stock to be sold by it and the warranties implied in connection with such transfer under Section 8-108(a) of the Uniform Commercial Code of the State of Delaware) and (iv) the prospective purchaser is purchasing in an arm's-length transaction from Parent and is not an Affiliate of Parent, either Company, the Initial Stockholder or Ripplewood Partners.