Sale or Merger definition

Sale or Merger means any of the following:
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Sale or Merger means any of the following: (a) the merger, reorganization or consolidation of the Corporation or any subsidiary of the Company into or with another corporation or other entity, or the issuance and sale by the Company of voting securities, in which or as a result of which the stockholders of the Company immediately preceding such transaction (solely by virtue of their shares or other securities of the Company) shall own fifty percent (50%) or less of the voting securities of the surviving entity, immediately following such transaction; (b) the sale, transfer or lease, whether in a single transaction or pursuant to a series of related transactions or plan, of all or substantially all the assets of the Company; or (c) the sale or exclusive license, whether in a single transaction or pursuant to a series of related transactions or plan of all or substantially all of the intellectual property of the Company.
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Sale or Merger of Parallel shall mean any transaction or series or combination of related transactions, other than in the ordinary course of business, whereby, directly or indirectly, a material interest (greater than 50%) in Parallel, its capital stock or its assets is transferred from Parallel and/or its stockholders to any unaffiliated third party acquiror for consideration, including, without limitation, a sale or exchange of capital stock or assets, a merger, plan of exchange or consolidation, or any similar business combination, exclusive of raising external funds through means of a public or private securities offering or obtaining bank financing or refinancing.
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Examples of Sale or Merger in a sentence

  • Notwithstanding the above, a Sale or Merger Transaction shall not be deemed to occur in the event the Company is the acquiring entity in connection with an acquisition by the Company.

  • Any notice relating to a Sale or Merger Transaction shall also specify the date on which the holders of Common Shares shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be.

  • From the period commencing on the date hereof and ending immediately prior to the Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO (or in the event of a sale or merger ("Sale or Merger") of the Company, as defined in the definitive agreement associated therewith) the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement.

  • The first of such notices shall describe the material terms and conditions of the impending Sale or Merger and the provisions of this Section (b), and the Corporation shall thereafter give such holders prompt notice of any material changes.

  • If this Warrant is exercised in connection with any Sale or Merger, then the fair market value per share shall be equal to the sum of all cash, stock and other consideration received by the Company, divided by the number of outstanding shares of the Company's capital stock (on an as-converted into Common Stock basis) as of the closing of such transaction.

  • If this Warrant is not exercised in connection with and contingent upon a Public Offering, a Sale or Merger, then the fair market value shall be determined by the Company's Board of Directors acting in good faith in such fashion as is reasonable and normal for companies in a similar stage of development.

  • The Corporation shall give each holder of record of Series A Preferred Stock written notice of any impending Sale or Merger not later than twenty (20) days prior to the earliest of: (i) the stockholders’ meeting called to approve such transaction or (ii) the closing of such transaction, and shall also notify such holder in writing of the final approval of such transaction.

  • The redemption of the Series A Preferred Stock requested to be redeemed pursuant to this Section 4.A. shall be made on the closing date of the Sale or Merger triggering such redemption rights.

  • In the event of a Sale or Merger in which the holders of Shares participate, there shall be no acceleration of vesting of an Award unless the Board in their absolute discretion determine otherwise.

  • To the extent necessary, the Corporation shall cause such actions to be taken by any of its subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation or a Sale or Merger to be distributed to the holders of shares of Series A Preferred Stock in accordance with this Section (b).


More Definitions of Sale or Merger

Sale or Merger means any of the following: (a) the merger or consolidation of Licensee into or with another entity in which the owners of Licensee immediately preceding such merger or consolidation (solely by virtue of their securities of Licensee) shall own less than fifty percent (50%) of the voting securities of the surviving entity; (b) the sale, transfer, license or lease, whether in a single transaction or pursuant to a series of related transactions or plan, of all or substantially all the assets of Licensee; (3) a sale or transfer of fifty percent (50%) or more of Licensee’s outstanding voting securities (whether through actual or beneficial ownership); or (4) an initial public offering of Licensee’s stock pursuant to an effective registration statement under the Securities Act of 1933.
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Related to Sale or Merger

  • Company Merger has the meaning set forth in the recitals hereto.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Business Combination Transaction means:

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Merger has the meaning set forth in the Recitals.

  • Second Merger has the meaning set forth in the Recitals.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

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

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Control Transaction means any of the following transactions or any combination thereof:

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Change in Control Transaction means the occurrence of any of the following events:

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Company Transaction means the consummation of

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.