Common use of Sale of the Company Clause in Contracts

Sale of the Company. A “Sale of the Company” shall mean and include (i) a sale of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company, or (ii) a merger, consolidation, sale, transfer or other transaction or series of related transactions (excluding a financing transaction) in which the holders of the capital stock of the Company will hold, upon consummation of such transaction, less than fifty percent (50%) in interest of the voting securities of the surviving entity.

Appears in 4 contracts

Samples: Note Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Note Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Subordination Agreement (Aegerion Pharmaceuticals, Inc.)

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Sale of the Company. A "Sale of the Company” shall mean and include " means the consummation of a sale by the Company to any entity not affiliated with or controlled by the Company of (i) a sale 51% or more of the outstanding capital stock of the Company through purchase, merger, consolidation, combination or otherwise or (ii) all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company, or (ii) a merger, consolidation, sale, transfer or other transaction or series of related transactions (excluding a financing transaction) in which the holders of the capital stock of the Company will hold, upon consummation of such transaction, less than fifty percent (50%) in interest of the voting securities of the surviving entity.

Appears in 3 contracts

Samples: Employment Agreement (Peerless Manufacturing Co), Executive Employment Agreement (Peerless Manufacturing Co), Employment Agreement (Peerless Manufacturing Co)

Sale of the Company. A The term “Sale of the Company” shall mean and include (i) a the sale of all more than 80% of the voting securities of the Company or the Purchaser or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company, or (ii) a merger, consolidation, sale, transfer or other transaction or series of related transactions (excluding a financing transaction) in which the holders of the capital stock of the Company will hold, upon consummation of such transaction, less than fifty percent (50%) in interest of the voting securities of the surviving entityPurchaser.

Appears in 1 contract

Samples: Participation Share Agreement (Archipelago Learning, Inc.)

Sale of the Company. A “Sale of the Company” shall mean and include means either: (ia) a sale of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company, or (ii) a merger, consolidation, sale, transfer or other transaction or series of related transactions (excluding a financing transaction) in which the holders a Person, or a group of the capital stock related Persons, acquires from stockholders of the Company will hold, upon consummation of such transaction, less shares representing more than fifty percent (50%) in interest % of the outstanding voting securities power of the surviving entity.Company (a “Sale of Control”); or (b) a transaction that qualifies as a Deemed Liquidation Event. The term “Approved Sale of the Company” means a Sale of the Company where either:

Appears in 1 contract

Samples: Stockholders Agreement (Ener-Core Inc.)

Sale of the Company. A “Sale of the Company” shall mean and include (i) a sale of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company, or (ii) a merger, consolidation, sale, transfer or other transaction or series of related transactions (excluding a financing transaction) in which the holders a Person, or a group of related Persons, acquires from stockholders of the capital stock of the Company will holdCompany, upon consummation of such in an arms-length transaction, less shares representing more than fifty percent (50%) in interest of the outstanding voting securities power of the surviving entityCompany (a “Stock Sale”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Planet Technologies, Inc)

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Sale of the Company. A “Sale of the Company" shall mean and include (i) a sale of all or substantially all of the assets of the Company or all or fifty percent (50%) or more of the capital stock of the Company, or (ii) the merger or consolidation with any other person or entity or (iii) a merger, consolidation, sale, transfer or other transaction or series of related transactions (excluding a financing transaction) in which the holders any person or entity or group of persons or entities acquires, either directly or indirectly, securities representing more than 50% of combined voting power of the capital stock of the Company will hold, upon consummation of such transaction, less than fifty percent (50%) in interest of the voting securities of the surviving entityCompany's outstanding securities.

Appears in 1 contract

Samples: Shareholder Agreement (Numerex Corp /Pa/)

Sale of the Company. A The term “Sale of the Company” means the closing of a transaction or series of transactions in which all or substantially of the assets or common stock of the Company are sold, transferred, or otherwise disposed of. Notwithstanding the foregoing, with respect to any severance benefits that are not exempt from Code Section 409A, “Sale of the Company” shall mean and include (i) a sale change in the ownership or effective control of all the Company or substantially all in the ownership of a substantial portion of the assets of the Company or all or fifty percent (50%under Code Section 409A(a)(2)(A)(v) or more of the capital stock of the Company, or (ii) a merger, consolidation, sale, transfer or other transaction or series of related transactions (excluding a financing transaction) in which the holders of the capital stock of the Company will hold, upon consummation of such transaction, less than fifty percent (50%) in interest of the voting securities of the surviving entityand regulations thereunder.

Appears in 1 contract

Samples: Retention Agreement (Castle a M & Co)

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