Sale Event Definitions Sample Clauses

Sale Event Definitions. For purposes of this Section 5, "Sale Event" shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company. Notwithstanding the foregoing, if the definition of Sale Event in an option agreement or stock-based award agreement between the Executive and the Company dated prior to the Effective Date (each, a "Preexisting Equity Agreement") is broader than this definition of Sale Event, the definition of Sale Event in such Preexisting Equity Agreement shall apply solely with respect to the equity award covered by such Preexisting Equity Agreement. Notwithstanding the foregoing, a "Sale Event" shall not be deemed to have occurred for purposes of the foregoing clauses (ii) and (iv) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of voting securities outstanding, increases the proportionate number of voting securities beneficially owned by any person to 50 percent or more of the combined voting power of all of the then outstanding voting securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of voting securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all of the then outstanding voting securities, then a "Sale Event" shall be deemed to have occurred for purposes of ...
Sample 1
AutoNDA by SimpleDocs

Related to Sale Event Definitions

  • Transfer Definitions For purposes of this Article 7 “

  • Additional Definitions The following terms have the meanings given below:

  • Tax Definitions The following terms, as used herein, have the following meanings:

  • DPA Definitions The definition of terms used in this DPA is found in Exhibit “C”. In the event of a conflict, definitions used in this DPA shall prevail over terms used in any other writing, including, but not limited to the Service Agreement, Terms of Service, Privacy Policies etc.

  • Special Definitions For purposes of this Section, the following specialized terms will have the following meanings:

  • – SCOPE & DEFINITIONS 2.01 The Employer recognizes the Union as the bargaining agent of all Registered and Graduate Nurses employed by Revera Long Term Care Inc. operating as Columbia Forest Long Term Care Centre, Waterloo, Ontario, in a nursing capacity save and except the Assistant Director of Care and persons above the rank of Assistant Director of Care. (a) A full-time employee shall mean an employee covered by this Agreement who is committed to and regularly works the full work period of seventy- five (75) bi-weekly hours, exclusive of overtime. (b) A regular part-time employee is one who is committed to and regularly works less than the full prescribed bi-weekly hours of work. (c) A casual part-time employee means an employee who is called to work on a call in basis, but who does not work a regular schedule, or does so only for a specified period. Such employee has the option of refusing work when it is made available to her, however, it is also understood that a casual part-time employee cannot unreasonably or consistently refuse to work shifts. 2.03 Whenever the feminine pronoun is used in this agreement, it includes the masculine pronoun, where the context so requires and vice-versa. Where the singular is used, it may also be deemed to mean the plural and vice-versa.

  • Key Definitions As used herein, the following terms shall have the following respective meanings:

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

  • 000 DEFINITIONS 6. 100 Maintenance shall be work performed for the repair, renovation, revamp and upkeep of property, machinery and equipment within the limits of the plant property.

  • Specific Definitions The following terms used in this Agreement shall have the following meanings:

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