Definition of Sale. For purposes of this Agreement, a “Sale” is defined as any one of the following transactions:
(a) A sale or other disposition of equity securities representing more than 50% of the then-outstanding voting securities entitled to vote in the election of directors to any Person (as defined herein) that is then not an Affiliate (as defined herein) of the selling party;
(b) A merger, consolidation, reorganization or amalgamation;
(c) The direct or indirect sale, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets to any Person that is not an Affiliate of the selling party; or
(d) Any other transaction the intent of which may reasonably and equitably be construed to effect a result substantially equivalent to that described in paragraphs (a), (b) or (c) above, as determined in the sole and absolute discretion of the Board of Directors of IAHC (the “IAHC Board”).
Definition of Sale. The term “Sale” as used in this Section 1 means (i) any event, transaction, or occurrence as a result of which (a) any “person” (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as an amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of Borrower, is or becomes a beneficial owner (within the meaning Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of any Principal Group Member, representing fifty percent (50%) or more of the combined voting power of such Principal Group Member’s then outstanding securities, or (ii) any other transaction in which fifty percent (50%) or more of the assets or value of the Group (as defined in Section 7 of the Loan Agreement) taken as a whole is sold; provided, however, in relation to Borrower (only, as distinct from the HCA Group), a “Sale” implies a transaction or event initiated by or engaged in by Borrower (as opposed to its stockholders), in which consideration is exchanged, rather than a mere crossing of the percentage threshold set forth in clause (i), above, resulting from the purchase and sale of stock on a stock market and resulting in a person (acting alone or as part of a group) accumulating sufficient Borrower voting stock in the market and/or from third parties unaffiliated with Borrower sufficient to equal or exceed such threshold. Thirty (30) days prior to effecting any Sale, Borrower shall give written notice to PFG thereof, which notice shall include a copy of the definitive agreement (and exhibits) relating thereto with a statement as to the estimated consideration receivable to PFG upon conversion of the Note prior thereto. For the avoidance of doubt, PFG may exercise its right to convert under Section 1(c) during the thirty-day notice period specified above.
Definition of Sale. For the purposes of paragraph A above and paragraph C below, a "sale of the Company" shall be defined as:
1. The sale of all or substantially all of the assets of the Company;
2. The sale of an operating division or a separate and identifiable profit-center of the Company to a third party;
3. The sale of more than fifty percent (50%) of the issued and outstanding shares of the Company's common stock to a third party; or
4. The exchange of more than fifty percent (50%) of the issued and outstanding shares of the Company's common stock for other securities in connection with a merger or other acquisition of the Company by a third party.
Definition of Sale. For the purpose of this Agreement and the payments due Consultants under Article III, Products shall be considered as sold when payment for the same has been received by DePuy Motech from the purchaser when such Products have been sold by DePuy Motech.
Definition of Sale. For purposes of this Agreement, a “Sale” is defined as any one of the following transactions:
(a) A sale or other disposition of equity securities representing more than 50% of the then-outstanding voting securities entitled to vote in the election of directors to any Person (as defined herein) that is then not an Affiliate (as defined herein) of the selling party; Exhibit 10.12
(b) A merger, consolidation, reorganization or amalgamation;
(c) The direct or indirect sale, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets to any Person that is not an Affiliate of the selling party; or
(d) Any other transaction the intent of which may reasonably and equitably be construed to effect a result substantially equivalent to that described in paragraphs (a), (b) or (c) above, as determined in the sole and absolute discretion of the Board of Directors of IAHC (the “IAHC Board”).
Definition of Sale. As used herein, the term “Sale” shall mean a written, binding agreement (subject only to qualifications to be agreed in the Brokerage Agreement) between Highstar or NCPH and a third-party purchaser (i.e., not an affiliate of either ENA or Highstar) reasonably acceptable to Highstar for the sale and purchase of (i) all of the equity interests in or assets of NCPH or (ii) all or substantially all of the Assets.
