Sale of the Business definition

Sale of the Business means (A) the acquisition by a person, group, or party of 50% or more of the outstanding capital stock of the Company in a single transaction or series of contractually related transactions, (B) a change of a majority of the members of the Board (other than by resignation or by any replacement of such resigned Board member(s)) when the change of the various directors occurs at substantially the same time, without the approval or consent of the members of the Board before such change, (C) the acquisition of the Company by means of a reorganization, merger, consolidation, recapitalization, or asset sale, unless the owners of the capital stock of the Company before such transaction own immediately after such transaction more than 50% of the capital stock of the acquiring or succeeding entity in substantially the same proportions (without giving effect to any funds that may be newly invested in the Company or such acquiring or succeeding entity at about the same time), or (D) the approval of a liquidation or dissolution of the Company.

Sale of the Business means any transaction or series of transactions (whether structured as a stock sale, merger, consolidation, reorganization, asset sale or otherwise) negotiated on an arm's-length basis, which results in the sale or transfer of all or substantially all of the assets or shares of capital stock of the Company to an unaffiliated bona fide third party in which all consideration payable to holders of the Common Stock is distributed pro rata pursuant to stock ownership.

Sale of the Business means (A) the acquisition by a person, group, or party of 50% or more of the outstanding capital stock of the Company, (B) a change of a majority of the members of the Board when the change of the various directors occurs at substantially the same time, without the approval or consent of the members of the Board before such change, (C) the acquisition of the Company by means of a reorganization, merger, consolidation, recapitalization, or asset sale, unless the owners of the capital stock of the Company before such transaction continue to own more than 50% of the capital stock of the acquiring or succeeding entity in substantially the same proportions, or (D) the approval of a liquidation or dissolution of the Company.

Examples of Sale of the Business in a sentence

• In the event of the consummation of a sale or business combination that results in a Change of Control or upon the occurrence of a Sale of the Business, all Series B-1 Units that shall not have previously become Vested Units shall become Vested Units as of the consummation of such Change of Control or Sale of the Business; provided, that the Principal has been continuously employed by the Company from the date of this Agreement until the consummation of such Change of Control or Sale of the Business.

• This Agreement shall terminate upon the closing of a Sale of the Business; provided, that the rights and obligations of the Shareholders and ITC Investments under ARTICLE III and this ARTICLE VII shall survive any such termination of this Agreement.

• Sale of the Business to a Third Party In the real world, business buyers and sellers are rarely the willing parties described in the IRS regulations.

• No notice is ever given to a taxpayer as a condition precedent to a tax payer’s obligation to file his or her or its annual return and pay any taxes due.16Thus, the IRS has proven by a preponderance of the evidence that the Debtor did not timely file his 1996 – 2001 returns.17 c) Sale of the Business and Use of the Business Account Proceeds In 2007 the Debtor sold his two tanning salons to his friend, Randy Richter, an electrician.

• In written reasons, the trial court concludes, “The Court believes that the Sale of the Business and attachments was completed in October, 2011.” The trial court’s reasons are telling of the confusion in this business transaction:The consistent, common theme in all of the transactions between Salicos and Richard is that Salicos initially wanted, and contracted to sell his “business” to Richard for $125,000.00.

More Definitions of Sale of the Business

Sale of the Business shall have the same meaning ascribed to such term in the Operating Agreement.

Sale of the Business is defined in the LLC Agreement.

Sale of the Business means any transaction or series of transactions (whether structured as a stock sale, merger, consolidation, reorganization, asset sale or otherwise), which results in the sale or transfer of more than a majority of the assets of the Company and its Subsidiaries (as defined in the Shareholders Agreement) (determined based on value) or of a majority of the capital stock of the Company or Kinetics Acquisition Corporation to a person other than DBCP or any of its Affiliates (as defined in the Shareholders Agreement).

Sale of the Business means any transaction or series of transactions (whether structured as a stock sale, merger, consolidation, reorganization, recapitalization, redemption, asset sale or otherwise), which results in the sale or transfer of

Sale of the Business means the occurrence of (i) any transaction or series of transactions pursuant to which any Person or group of related Persons (other than the Purchaser or its Subsidiaries) acquires (A) substantially all the assets of the DeltaValve Capital Business, (B) equity securities (or any rights to acquire, or convertible into or exchangeable for, any equity securities) of any of the Purchaser, the Surviving Company or DeltaValve possessing sufficient voting power under normal circumstances to elect a majority of the board of directors or equivalent governing body of any of the Purchaser, the Surviving Company or DeltaValve or (C) more than thirty percent (30%) of the fair market value of the assets owned by the Purchaser and its Subsidiaries on a consolidated basis (in either case, whether by merger, consolidation, sale or other transfer or disposition of the Purchaser's or any of its Subsidiaries' equity securities or consolidated assets whether in one or a series of transactions).

Sale of the Business means any transaction or series of transactions (whether structured as a stock sale, merger, consolidation, reorganization, recapitalization, redemption, asset sale or otherwise), which results in the sale or transfer of (a) all or substantially all of the assets of ITC Investments and its Subsidiaries taken as a whole (determined based on value), (b) beneficial ownership or Control of all or substantially all of the capital stock of ITC Investments or (c) beneficial ownership or Control of all or substantially all of the capital stock of any one or more of ITC Investments’ Subsidiaries owning, Controlling or otherwise constituting all or substantially all of the assets of ITC Investments and its Subsidiaries taken as a whole (determined based on value), in each case, to a Person or a “group” (as such term is defined under Regulation 13D under the Exchange Act) other than FortisUS or any of its Controlled Affiliates; provided, that in no event shall a Sale of the Business be deemed to include any transaction effected solely for the purpose of changing, directly or indirectly, the form of organization or the organizational structure of ITC Investments or any of its Subsidiaries.

Sale of the Business means (a) a sale of all or substantially all of the Corporation’s assets or (b) a consolidation, merger or other transaction, in each case that is effected in such a manner that the holders of Common Stock are entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, except where, after giving effect to such transaction in clause (b) hereof, the holders of the Corporation’s outstanding capital stock possessing a majority of the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board immediately prior to such transaction shall continue to own the Corporation’s outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s Board.