Sale of Ownership Interests. A sale by the Company or an Affiliate of the then outstanding ownership interests of the Business Unit having more than 50% of the then existing voting power of all outstanding ownership interests of the Business Unit, whether by merger, consolidation or otherwise, unless after the sale the Company, an Affiliate, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company, the Business Unit or any other Affiliate, individually or collectively, directly or indirectly, owns the then outstanding ownership interests of the Business Unit having 50% or more of the then existing voting power of all outstanding ownership interests of the Business Unit;
Sale of Ownership Interests. From and after the date hereof until the Closing, the Investors acknowledge and agree that the Investors will not sell, dispose of, assign, pledge, collateralize, encumber or otherwise transfer any of their (i) prior to the final designation of the Rollover Interests in accordance with Section 1.1, Interests (or any rights therein), other than any trading plan that is in effect as of the date hereof pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, (ii) following the final designation of the Rollover Interests in accordance with Section 1.1, Rollover Interests (or any interest therein), in each case, without obtaining the prior written consent of the Parent Entities and (iii) equity interests in any HoldCo if it would have the effect of a transfer of Interests not permitted by clause (i) or (ii); provided that any Investor may prior to the Closing transfer its Rollover Interests to a Permitted Transferee (as defined in the OpCo Operating Agreement), including to or from any of the HoldCos or the PW Trust or to any Permitted Transferee of the Investors, as long as such Permitted Transferee, to the extent not already a party hereto, delivers a joinder hereto simultaneously with such transfer and no such transfer shall relieve such Investor of any of its obligations hereunder, except as contemplated in the last sentence of Section 1.1. For the avoidance of doubt, the preceding sentence shall apply to transfers, redemptions or exchanges of Rollover Interests made by the Investor pursuant to the governing documents of OpCo (including the rights of redemption and exchange in the OpCo Operating Agreement).
Sale of Ownership Interests. 40 13.1 Transfer of Majority Interest 40 13.2 Other Transfers 40 13.3 Continuing Enforceability 40
Sale of Ownership Interests. Subject to and upon the terms and conditions set forth in the Merger Agreement and in this Agreement, Seller agrees to sell to Buyer (and/or its assigns) 100% of the Ownership Interests; and Buyer agrees to purchase from Seller 100% of the Ownership Interests.
Sale of Ownership Interests. Seller hereby sells, and Purchaser hereby buys, the Ownership Interests in consideration for the Purchase Price (as defined in Section 3). The effect of such sale is that Seller hereby irrevocably assigns and delivers to Purchaser all of such Seller’s right, title and interest in such Seller’s Ownership Interest, including all rights to any distributions, profits or dividends thereon, free of liens or encumbrances.
Sale of Ownership Interests. Before the transfer of any ownership interest in the Company by any Member is valid, the transfer must be approved by the City Council of the City of Minneapolis, Minnesota. Any and all certificates evidencing ownership in the Company issued by the Company shall include language stating: “The transfer of this certificate is invalid unless approved by the City Council of the Minneapolis, Minnesota.”
Sale of Ownership Interests. Sell, convey, transfer, assign, pledge or otherwise encumber any of the ownership interests of Borrower to any person.
Sale of Ownership Interests. If the Selling Holder desires to effect a Sale, as hereinafter defined, of all or a part of its Ownership Interest to any Person other than pursuant to Sections 3.1 or 3.2 hereof, then, in addition to obtaining Holder Consent pursuant to Section 2.1, the Selling Holder shall comply with the provisions of this Article IV. For purposes of this Agreement, the term “Sale” shall mean any transfer for value of any Ownership Interests, directly or indirectly, including, without limitation, any such transfer pursuant to a transaction, or a series of related transactions, as a consequence of which any Ownership Interests are assigned or transferred to an Affiliate of the transferor of such Ownership Interests, which Affiliate simultaneously or subsequently engages in any business combination with a Person which is not an Affiliate of the original transferor of such Ownership Interest. No Selling Holder shall be permitted to make any Sale pursuant to the provisions of this Article IV prior to December 31, 2010.
Sale of Ownership Interests. 2 Section 3.1. Ownership Interests.........................................................2 Section 3.2.
Sale of Ownership Interests. If the Selling Holder desires to effect a Sale, as hereinafter defined, of all or a part of its Ownership Interest to any Person other than pursuant to Sections 3.1 or 3.2 hereof, then, in addition to obtaining Holder Consent pursuant to Section 2.1, the Selling Holder shall comply with the provisions of this Article IV. For purposes of this Agreement, the term "Sale" shall mean any transfer for value of any Ownership Interests, directly or indirectly, including, without limitation, any such transfer pursuant to a transaction, or a series of related transactions, as a consequence of which any Ownership Interests are assigned or transferred to an Affiliate of the transferor of such Ownership Interests, which Affiliate simultaneously or subsequently engages in any business combination with a Person which is not an Affiliate of the original transferor of such Ownership Interest.
