Sale Event. “Sale Event” is defined in the Equity Documents, which definition is reproduced here for reference: the occurrence of any of the following events: (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 (as defined in the Equity Documents) 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.
Appears in 7 contracts
Samples: Employment Agreement (PepGen Inc.), Employment Agreement (PepGen Inc.), Employment Agreement (PepGen Inc.)
Sale Event. For purposes of this Agreement, “Sale Event” is defined in under the Equity DocumentsCompany’s equity plan, which definition is reproduced here herein for reference: the occurrence of any of the following events: (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 (as defined in the Equity DocumentsCompany’s equity plan) 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.
Appears in 4 contracts
Samples: Employment Agreement (SEMrush Holdings, Inc.), Employment Agreement (SEMrush Holdings, Inc.), Employment Agreement (SEMrush Holdings, Inc.)