Qualifying Sale Clause Samples
The Qualifying Sale clause defines the specific conditions under which a sale is recognized as meeting certain contractual standards or requirements. Typically, this clause outlines criteria such as the type of asset being sold, the minimum sale price, or the identity of the purchaser, ensuring that only transactions meeting these benchmarks are considered valid for triggering related rights or obligations. By clearly specifying what constitutes a qualifying sale, the clause helps prevent disputes over whether a particular transaction fulfills the necessary conditions, thereby providing certainty and protecting the interests of the parties involved.
Qualifying Sale. In order to be eligible for incentive payments, the purchase date (Sale) of Equipment by the Customer must take place during the Term. The Sale must also take place on or after the date the Participant signs the CEPA and receipt and eligibility is confirmed by PG&E. If requested, Participant agrees to display PG&E provided Program promotional materials at point of purchase locations. Participant agrees to obtain PG&E’s prior, written approval to use any other acknowledgment or reference PG&E in any publicly available written format. Participant agrees not to misrepresent their relationship with PG&E. Participant shall not state or imply Participant is employed by or working on behalf of PG&E. Participant further agrees not to make any written or oral statements that PG&E endorses their specific product or services. PG&E is vendor neutral and does not endorse products, services, or companies. Participant shall not use PG&E’s name or logo in their promotional literature, or advertisements or writing of any kind without the express prior written approval from PG&E. PG&E reserves the right to limit a Participant’s participation in the Program if, in PG&E’s sole judgment, the Participant fails to comply with these requirements. Program incentives are based on Equipment rated input and various incentive rates depending upon the Program Addendum and Equipment category. Current incentive rates can be found on the Program website: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Incentive rates apply to all Equipment in the specified category indicated on the Program website: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (i.e. the incentive amount does not change based on the type of business where the Equipment is installed). The Program utilizes a paperless, on-line incentive application system, Vendor Rebate System (VRS), for entering, processing, and tracking incentive applications (Applications), which is located at the Program website: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Upon enrollment in the Program, Participants are provided a unique log-in ID and will receive Program-supported training on the use of VRS. Participants will be responsible for maintaining password privacy and for Applications submitted using the Participant’s password. We encourage each person accessing VRS to have their unique log-in. In case additional log-in accounts are required, please submit a request to ▇▇▇▇▇▇▇-▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇ with the new user’s e-mail address, name, company, phone number and Program for which access is ne...
Qualifying Sale. If Company Stockholder is a holder of the Company’s Series 4-A Convertible Preferred Stock, Company Stockholder acknowledges and agrees that the Merger shall be deemed to be a “Qualifying Sale,” as that term is defined and used in the Certificate of Designation applicable to the Series 4-A Stock (the “Series 4-A Certificate”) and the related warrants and other agreements (the “Series 4-A Documents”), and that, therefore, the related Stockholder’s Agreement and all other rights and obligations under the terms of the Series 4-A Documents that are intended to terminate upon the occurrence of a Qualifying Sale on a Liquidity Date (as that term is defined and used in the Series 4-A Certificate) shall be terminated at the Effective Time.
Qualifying Sale. “Qualifying Sale” shall mean a Significant Sale in connection with which or prior to which the Qualifying Sale Hurdles are or have been attained. Whether a Significant Sale constitutes a Qualifying Sale shall be determined by the Administrator in connection with each Significant Sale.
Qualifying Sale. Guarantor shall pay to Property Owner, within sixty (60) days following the closing of the sale of the Property (the “Closing”), the difference between the sale price for the Property (the “Sale Price”) and the Base Value (such difference being the “Property Value Guarantee Payment”) in the event that: (i) the Closing occurs more than ten (10) business days after the commencement of construction on the Project (“Construction Commencement”), but in no event later than the seventh (7th) anniversary of the Construction Commencement (ii) the Property is sold to a bona fide purchaser for value in an arm’s length transaction (excluding any short sale or other sale in exchange for the extinguishment of debt), (iii) the sale price for the Property is less than the Base Value, and (iv) at the Closing, the Property is in substantially the same condition as it was during the Initial Appraisal, reasonable wear and tear excepted. For the avoidance of doubt, this Agreement shall not apply to any sale of less than the entire Property. Upon the sale of less than the entire Property, this Agreement shall become null and void and be of no further force and effect.
Qualifying Sale. Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock provided for or fixed by or pursuant to the provisions of the Certificate of Incorporation ranking senior to Series A Preferred Stock as to a Qualifying Sale (the “Series A Qualifying Sale Senior Stock”), in the event of a Qualifying Sale, the holders of Series A Preferred Stock shall be entitled to be paid, out of the aggregate consideration payable to the Corporation in such Qualifying Sale (the “Qualifying Sale Consideration”), prior and in preference to the payment, out of the Qualifying Sale Consideration, to holders of Common Stock or any outstanding series of Preferred Stock provided for or fixed by or pursuant to the provisions of the Certificate of Incorporation ranking junior to Series A Preferred Stock as to a Qualifying Sale (the “Series A Qualifying Sale Junior Stock”), and on a pari passu basis with the payment, out of the Qualifying Sale Consideration, to the holders of any outstanding series of Preferred Stock provided for or fixed by or pursuant to the provisions of the Certificate of Incorporation ranking on parity with Series A Preferred Stock as to a Qualifying Sale (the “Series A Qualifying Sale Parity Stock”), consideration in an amount per share equal to the Series A Preference Price. If, upon the occurrence of a Qualifying Sale, the Qualifying Sale Consideration thus distributed among the holders of Series A Preferred Stock and the Series A Qualifying Sale Parity Stock shall be insufficient to permit the payment to such holders of the full preferential amounts to which they are entitled, then the entire Qualifying Sale Consideration shall be distributed ratably among the holders of Series A Preferred Stock and the Series A Qualifying Sale Parity Stock in proportion to the full preferential amount to which each such holder is otherwise entitled. In the event of a Qualifying Sale, after payment in full of the amounts to which they are entitled pursuant to this Section 4(c), the holders of Series A Preferred Stock shall not be entitled to any further right or claim to any of the remaining Qualifying Sale Consideration.
Qualifying Sale. As defined in Section 2(c) of this Agreement.
Qualifying Sale. If one or more Members proposes to effect a Contingent Transfer of any or all of its membership interests then, each other Member shall have such rights (the "Tag-Along Rights") as are set forth below:
(i) If the Member proposing to sell all or part of its membership interest (the "Selling Member") is an Institutional Member, then each Tag-Along Member may require, and the selling Institutional Member shall cause, such third party purchaser or Institutional Member to purchase from him or it all, but not less than all, of the Tag Along Interest of such Tag-Along Member.
(ii) An Institutional Member with Tag-Along Rights with respect to a Third Party Offer with respect to which it exercised its FR Right (a "Specified Sale") and either: (A) failed to deliver the applicable FR Deposit in accordance with Section 6(c); or (2) otherwise failed to purchase all of such Third Party Offered Interest on the FR Closing Date other than as a result of an Excused Condition, shall have a Tag-Along Right with respect to the sale of such Third Party Offered Interest (e.g. the membership interests applicable to the Specified Sale) if (1) such Third Party Offered Interest are sold by the Selling Member in accordance with Section 6(e)(B) or 6(e)(C) and (2) if the Selling Member in connection with the Specified Sale did not receive the applicable FR Deposit at the closing of the sale of such Third Party Offered Interest the Selling Member is paid an amount equal to the sum of (I) the Cash Deposit applicable to the Specified Sale and (II) the amount of cash equal to the Deposit Defaulted Interests applicable to the Specified Sale, if any, valued at the purchase price of the Third Party Offered Interest sold by the Selling Member in accordance with Section 6(e)(B) or 6(e)(C).
(iii) It is acknowledged and agreed that the Tag-Along Rights provided by this Section 7 do not limit or restrict the Participation Rights provided by Section 15.
Qualifying Sale. If one or more Stockholders proposes to effect a Contingent Transfer of any or all of its shares of Common Stock then, each other Stockholder shall have such rights (the "Tag-Along Rights") as are set forth below:
(i) If either Institutional Stockholder is the Stockholder effecting Contingent Transfer, ▇▇▇▇▇▇▇▇▇▇ (but not any other Stockholder) may require, and the selling Institutional Stockholder shall cause, such third party purchaser (or the purchasing Institutional Stockholder) to purchase from ▇▇▇▇▇▇▇▇▇▇ the number of shares of Common Stock (the "▇▇▇▇▇▇▇▇▇▇ Tag-Along Shares") equal to (x) the total number of shares of Common Stock owned by ▇▇▇▇▇▇▇▇▇▇ (y) multiplied by a fraction, the numerator of which is the number of shares of Common Stock proposed to be sold by such Institutional Stockholder and the denominator of which is the total number of shares of Common Stock owned by such Institutional Stockholder immediately prior to such sale; or
(ii) If a Stockholder (the "Selling Stockholder") proposes to effect a Contingent Transfer of more than 50% of his or its shares of Common Stock either in one transaction or series of related transactions (other than a Transfer of shares of Common Stock pursuant to Section 7) (a "Majority Sale"), each other Stockholder may require such purchaser to purchase from him or it the number of shares of Common Stock equal to (x) the total number of shares of Common Stock owned by such other Stockholder immediately prior to such sale (y) multiplied by a fraction, the numerator of which is the number of shares of Common Stock proposed to be sold by such Selling Stockholder and the denominator of which is the total number of shares of Common Stock owned by such Selling Stockholder immediately prior to such sale.
(iii) An Institutional Stockholder with Tag-Along Rights with respect to a Third Party Offer with respect to which it exercised its FR Right (a "Specified Sale") and either: (A) failed to deliver the applicable FR Deposit in accordance with Section 4(c); or (B) otherwise failed to purchase all of such Third Party Offered Shares on the FR Closing Date other than as a result of an Excused Condition, shall have a Tag-Along Right with respect to the sale of such Third Party Offered Shares (e.g., the shares of Common Stock applicable to the Specified Sale) if (1) such Third Party Offered Shares are sold by the Selling Stockholder in accordance with Section 4(e)(B) or Section 4(e)(C) and (2) if the Selling Stockholder in ...
Qualifying Sale. The CD&R Fund agrees that it shall not consummate the sale of any of its shares of Common Stock in a transaction that would be deemed a Qualified Sale (as defined in the Registration and Participation Agreement) unless and until those holders of Registrable Securities (as defined in the Registration and Participation Agreement) who have elected to participate in the contemplated Qualifying Sale are allowed to participate in such Qualifying Sale (in accordance with Section 4(a) of the Registration and Participation Agreement).
Qualifying Sale. If RSI or JAH proposes to effect a Contingent Transfer of any or all of its Class A Units then, unless JAH exercises its rights under Section 16 with respect to such Transfer, each Tag-Along Member shall have such rights (the "Tag-Along Rights") as provided in this Section 7. Each Tag-Along Member may require RSI and JAH, as the case may be, and RSI and JAH, as the case may be, shall cause, such third party purchaser to purchase from each Tag-Along Member all, but not less than all, of the Tag Along Interest of each such Tag-Along Member.