Qualifying Sale Defined Sample Clauses

Qualifying Sale Defined. The term "Qualifying Sale" shall mean (i) any sale or transfer of LLC Units proposed to be made by a Restricted Holder, or any of such Restricted Holder's Existing CERA Trusts or such Restricted Holder's or such trust's Permitted Transferees, pursuant to Section 13.1(b)(vi) or 13.1(b)(vii) (other than any sales or transfers to other Restricted Holders pursuant to Section 13.3 following compliance with the right of first offer procedures set forth in Section 13.3), at any time after the Restricted Holder and/or such Restricted Holder's Existing CERA Trusts or such Restricted Holder's or such trust's Permitted Transferees have sold or transferred pursuant to Section 13.1(b)(vi) or 13.1(b)(vii) in the aggregate 5% of the LLC Units owned by such Restricted Holder and such Restricted Holder's Existing CERA Trusts, if any, at the time of the Closing and any LLC Units acquired by such 62 69 Restricted Holder, such Existing CERA Trust or any of such Restricted Holder's or such trust's Permitted Transferees thereafter (the "Qualifying Number") or (ii) in the event that prior to the sale or transfer by such Restricted Holder, such Existing CERA Trust and/or such Permitted Transferees of an aggregate of the Qualifying Number of LLC Units, the Restricted Holder, such Existing CERA Trust or any of such Restricted Holder's or such trust's Permitted Transferees proposes to sell or transfer pursuant to Section 13.1(b)(vi) or 13.1(b)(vii) a number of LLC Units which when combined with any prior such sales or transfers of LLC Units by such Restricted Holder, such Existing CERA Trust and/or such Permitted Transferees exceeds the Qualifying Number, the sale or transfer pursuant to Section 13.1(b)(vi) or 13.1(b)(vii) of a number of LLC Units (the "Excess Number") equal to the excess of (A) the sum of any LLC Units previously so sold or transferred by such Restricted Holder, such Existing CERA Trust and/or such Restricted Holder's or such trust's Permitted Transferees and the aggregate number of LLC Units proposed to be sold or transferred in such contemplated sale, over (B) the Qualifying Number of LLC Units. In determining whether there is a "Qualifying Sale," equitable adjustments shall be made to reflect any LLC Unit split or combination, distribution of LLC Units, recapitalization or similar transaction.
Sample 1Sample 2
AutoNDA by SimpleDocs
Qualifying Sale Defined. The term "Qualifying Sale" shall mean (i) any sale or transfer of Common Stock proposed to be made by the CD&R Fund at any time after the CD&R Fund has sold or transferred in the aggregate at least the Qualifying Number of the shares of Common Stock or (ii) in the event that prior to the sale or transfer by the CD&R Fund of an aggregate of the Qualifying Number of shares of Common Stock, the CD&R Fund proposes to sell or transfer a number of shares of Common Stock which when combined with any prior sales or transfers of such shares by the CD&R Fund exceeds the Qualifying Number, the sale or transfer of a number of shares (the "Excess Number") equal to the excess of (A) the sum of any shares previously sold or transferred by the CD&R Fund and the aggregate number of shares proposed to be sold or transferred in such contemplated sale, over (B) the Qualifying Number of shares. In determining whether there is a "Qualifying Sale," equitable adjustments shall be made to reflect any stock split, stock dividend, stock combination, recapitalization or similar transaction.
Sample 1Sample 2
Qualifying Sale Defined. The term "Qualifying Sale" shall mean (i) any sale or transfer of Common Stock proposed to be made by C&D Fund IV at any time after C&D Fund IV has sold or transferred in the aggregate 5% of the shares of Class A Common Stock acquired by C&D Fund IV in the Distribution (excluding any sales or transfers by C&D Fund IV to Management Investors and Individual Investors, the "Qualifying Number") or (ii) in the event that prior to the sale or transfer by C&D Fund IV of an aggregate of the Qualifying Number of shares of Class A Common Stock, C&D Fund IV proposes to sell or transfer a number of shares of Class A Common Stock which when combined with any prior sales or transfers of such shares by C&D Fund IV exceeds the Qualifying Number, the sale or transfer of a number of shares (the "Excess Number") equal to the excess of (A) the sum of any shares previously sold or transferred by a C&D
Sample 1
Qualifying Sale Defined. 20 4.2. Take-Along Rights ............................................... 20 (a) Take-Along Notice ....................................... 20 (b) Conditions to Take-Along ................................ 20 (c)
Sample 1
Qualifying Sale Defined. The term "Qualifying Sale" shall mean any sale or transfer of securities of the Company by Cypress or its Affiliates other than any sale or transfer (i) pursuant to a bona fide firm commitment underwritten public offering (A) pursuant to a registration under the Securities Act effected pursuant to Section 3.1 or (B) pursuant to a registration under the Securities Act not effected pursuant to Section 3.1 if Section 3.2 applies to such registration and, in each of clauses (A) and (B), the Company has complied with all its obligations under Section 3 with respect to such registration, (ii) if the Company is subject to the reporting requirements of the Exchange Act, in transactions that comply with the manner of sale requirements set forth in Rule 144(f)) or (iii) to New Investors or Management Stockholders.
Sample 1
Qualifying Sale Defined. The term "Qualifying Sale" shall mean ----------------------- ---------------- (i) any sale or transfer of Common Stock proposed to be made by the CD&R Fund at - any time after the CD&R Fund has sold or transferred in the aggregate at least the Qualifying Number of the shares of Common Stock or (ii) in the event that -- prior to the sale or transfer by the CD&R Fund of an aggregate of the Qualifying Number of shares of Common Stock, the CD&R Fund proposes to sell or transfer a number of shares of Common Stock which when combined with any prior sales or transfers of such shares by the CD&R Fund exceeds the Qualifying Number, the sale or transfer of a number of shares (the "Excess Number") equal to the excess ------------- of (A) the sum of any shares previously sold or transferred by the CD&R Fund and - the aggregate number of shares proposed to be sold or transferred in such contemplated sale, over (B) the Qualifying Number of shares. In determining - whether there is a "Qualifying Sale," equitable adjustments shall be made to reflect any stock split, stock dividend, stock combination, recapitalization or similar transaction.
Sample 1
Qualifying Sale Defined. The term "Qualifying Sale" shall mean, in relation to each Fund, (i) any sale or transfer of Common Stock proposed to be made by such Fund at any time after February 12, 2003 when such Fund has sold or transferred in the aggregate at least the Qualifying Number of shares of Common Stock or (ii) in the event that prior to the sale or transfer by such Fund of an aggregate of the Qualifying Number of shares of Common Stock, such Fund proposes to sell or transfer a number of shares of Common Stock after February 12, 2003, which when combined with any prior sales or transfers of such shares by such Fund exceeds the Qualifying Number, the sale or transfer of a number of shares (the "Excess Number") equal to the excess of (A) the sum of any shares previously sold or transferred by such Fund and the aggregate number of shares proposed to be sold or transferred in such contemplated sale, over (B) the Qualifying Number of shares. In determining whether there is a "Qualifying Sale", equitable adjustments shall be made to reflect any stock split, stock dividend, stock combination, recapitalization or similar transaction.
Sample 1
AutoNDA by SimpleDocs

Related to Qualifying Sale Defined

  • Change in Control Defined For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:

  • Change of Control Defined For purposes of this Agreement, a “Change of Control” shall mean:

  • Change in Control Definition For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.

  • Cause Defined For purposes of this Agreement, the term "

  • Change of Control Definition For purposes of this Agreement, a “Change of Control” means either:

  • Good Reason Defined For purposes of this Agreement, the Employee shall have "Good Reason" to terminate his employment during the term of this Agreement only if:

  • Cause Definition “Cause” shall solely be defined as:

  • Definition of Change in Control For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

  • Additional Definition Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:

  • Knowledge Defined For purposes of this Agreement, the term “the Company's knowledge” or similar references to knowledge as used herein shall mean in the case of the Members and the Company, the actual knowledge of Rxxxxxx Xxxxxx, Sxx Xxxxxxxx and Jxxx Xxxxxxx after reasonably inquiry.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!