True Sale definition

True Sale means: (a) a merger or consolidation in which (i) the Company is a constituent party, or (ii) a subsidiary of the Company is a constituent party and the Company issues shares of its Capital Stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of Capital Stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation (provided that, for the purpose of this definition of “True Sale” all shares of Common Stock issuable upon exercise of Options (as defined in the Company’s Certificate of Incorporation) outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined in the Company’s Certificate of Incorporation) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company; or (c) any other transaction that each of the Investor, Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC agrees in writing constitutes a “True Sale” for the purposes of this Agreement. Notwithstanding the foregoing, no transaction described in either cl...

True Sale means, with respect to any Receivable, the sale, contribution or transfer of an ownership interest in such Receivable (not the granting of a security interest therein), within the meaning of all applicable Law, including the Bankruptcy Code, which sale or transfer was not made with the intent to hinder, delay or defraud any present or future creditors and is not voidable or subject to avoidance under the Bankruptcy Code.

True Sale means the sale for all purposes of absolute ownership of a Receivable, with the Client retaining no residual rights, title, interest or control (whether legal, equitable or beneficial) therein, and with all of the Client’s rights, title and ownership interests being fully transferred to and vesting in Payplant.

Examples of True Sale in a sentence

• The Purchaser shall have received the True Sale Opinion, in form and substance reasonably satisfactory to the Purchaser, and a letter authorizing the Purchaser to provide a copy of such opinion to its auditors solely as an evidential matter in support of the auditors’ evaluation of management’s assertion that the transfer of the Acquired Assets meets the isolation criterion of ASC 860.

• Notwithstanding anything to the contrary in this Article 7, the following provisions shall survive termination of this Agreement: Section 1.4 (True Sale), Section 5.1 (Disclosures), Article 6 (Indemnification), Article 8 (Confidentiality) and Article 9 (Miscellaneous).

• The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a True Sale, whichever event occurs first.

• The Sellers shall have received the True Sale Opinion, in form and substance reasonably satisfactory to the Sellers, and a letter authorizing the Sellers to provide a copy of such opinion to its auditors solely as an evidential matter in support of the auditors’ evaluation of management’s assertion that the transfer of the Acquired Assets meets the isolation criterion of ASC 860.

• The covenants set forth in this Section 5, except for Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a True Sale, whichever event occurs first.

More Definitions of True Sale

True Sale means, with respect to any asset or property, the sale of an ownership interest in such asset or property (not the granting of a security interest therein), within the meaning of all Applicable Law, including, without limitation, the UCC and the Bankruptcy Code and, without limiting the generality of the foregoing, which is enforceable against all creditors of the Person making such transfer and all Affiliates of such Person in accordance with the terms of such transfer, notwithstanding the bankruptcy, insolvency or reorganization of, or similar proceeding with respect to, or the appointment of a receiver or conservator of the Person making such transfer or any Affiliate of such Person, and in connection with any proceeding under the Bankruptcy Code, in respect of which the Person making such transfer or any Affiliate of such Person is the “debtor,” as such term is used in the Bankruptcy Code, the Purchased Receivables and the proceeds thereof will not be deemed the property of the debtor.

True Sale means, with respect to any Receivable, the sale, contribution or transfer of an ownership interest in such Receivable (not the granting of a security interest therein), within the meaning of all applicable Law, including the United States Bankruptcy Code, which sale or transfer was not made with the intent to hinder, delay or defraud any present or future creditors and is not voidable or subject to avoidance under the United States Bankruptcy Code.

True Sale means a transfer of property of the municipality by which, following the transfer, the property transferred would not be considered to be property of the municipality’s estate in the event the municipality were to become a debtor in a case under title 11 of the United States Code, 11 U.S.C. 101 to 1330.

True Sale means a consummated sale of all rights, title and

True Sale opinion and "SUBSTANTIVE CONSOLIDATION" opinion(s) of outside counsel for the Sellers with respect to the transactions contemplated by the Receivables Sale Agreement.

True Sale means a transaction whereby the exposures sold by the originator to the special purpose entity are put beyond the bankruptcy of the originator and / or the reach of the creditors to the originator;

True Sale means the sale of invoices by the Selling Carrier to the Factor such that the account receivable from the Buying Carrier is protected from claims against the Selling Carrier in the event of the insolvency of the Selling Carrier. Whereby the parties: