Definition of Trade Sale Sample Clauses

Definition of Trade Sale. For purposes of this Agreement, a “Trade Sale” shall mean (a) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (b) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Group Companies, (c) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; or (d) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.
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Definition of Trade Sale. A “Trade Sale” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company or the Domestic Co, (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company or the Domestic Co, (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company or the Domestic Co; or (iv) a merger, consolidation or other business combination of the Company or the Domestic Co with or into any other business entity in which the Shareholders of the Company or the Domestic Co, immediately after such merger, consolidation or business combination, hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity.
Sample 1Sample 2
Definition of Trade Sale. For purposes of this Agreement, an “
Sample 1
Definition of Trade Sale. For purposes of this Agreement, a “Trade Sale” shall mean (a) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company or a Material Subsidiary, (b) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Group Companies, (c) a sale, transfer or other disposition of a majority of the issued and outstanding share capital or a majority of the voting power of the Company or a Material Subsidiary; or (d) a merger, consolidation or other business combination of the Company or a Material Subsidiary with or into any other business entity in which the shareholders of the Company or such Material Subsidiary immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity (the subject of any of the foregoing transaction, the “Trade Sale Assets”). For the purpose of this Agreement, a “Material Subsidiary” shall mean a Subsidiary (i) whose total assets account for at least 50% of the consolidated assets of the Group Companies as of the balance sheet date (“Determination Date”) set forth in the latest annual or quarterly financial statements, audited or unaudited, delivered to the Preferred Shareholders as required under Section 1.1; or (ii) whose total net income in the latest two completed fiscal years and for the period starting the first day of the current fiscal year and ending the Determination Date represents at least 50% of the consolidated net income of the Group Companies of the same periods.
Sample 1
Definition of Trade Sale. For purposes of this Agreement, a “Trade Sale” shall mean (i) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Group Companies (taken as a whole), (ii) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Group Companies (taken as a whole), (iii) a sale, transfer or other disposition of a majority of the issued and outstanding share capital or equity interests of one or more Group Companies or a majority of the voting power of such Group Companies, in each case if such Group Companies hold all or substantially all of the assets of the Group Companies (taken as a whole); or (iv) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately prior to such merger, consolidation or business combination hold less than a majority of the voting power of the surviving business entity.
Sample 1

Related to Definition of Trade Sale

  • Definition of Transfer A transfer is a change in the employee's work location and supervision to a position of equal classification.

  • Description of Transaction 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

  • Documentation of Transfers You can receive a transaction receipt at the time you make any transfer to, from, or between your account(s) using an ATM. · If you have arranged to have direct deposits (which are electronic funds transfers as described in Section 4) made to your asset account(s) at least once every 60 days from the same person or company, the person or company making the deposit will tell you every time they send us the money. You may visit any branch, call us at 000-000-0000 or 000-000-0000, or access your transaction history via ComputerLine, MoneyLine, Green on the Go® for mobile, or the MSUFCU Mobile app to find out whether the deposit has been made. · You will get a statement every month if you have authorized any electronic funds transfer service described in Section 4. If no electronic funds transfer occurs in a particular calendar quarter, you will still receive a statement for that quarter. However, for an asset account to which you have authorized no electronic funds transfers other than preauthorized credits, you will get a statement quarterly. On any account considered dormant, a statement will be sent to you annually. · Periodic statements we send you on accounts that are subject to electronic funds transfers described in Section 4 and transaction receipts issued by an ATM are admissible evidence. · Your right to documentation as set forth above in this section does not apply when the electronic funds transfer occurs outside of the United States.

  • Aggregation of Trades Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

  • DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Categories of personal data transferred Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Nature of the processing Purpose(s) of the data transfer and further processing The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

  • Protection of Trade Secrets The Executive agrees to maintain in strict confidence and, except as necessary to perform his duties for the Employer, the Executive agrees not to use or disclose any Trade Secrets of the Employer during or after his employment. “Trade Secret” means information, including a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data or customer list, that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

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