Sale Transaction. Subject to Section 7 hereof and anything contained herein to the contrary notwithstanding, upon the consummation of a Sale Transaction, Parent shall deliver a notice to the Escrow Agent (the "SALE TRANSACTION NOTICE") and Escrow Agent shall thereafter deliver the Repurchase Escrow Shares (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) to the Stockholder within five (5) business days after receipt of the Sale Transaction Notice, subject to the following:
(i) if the Sale Transaction Notice is received by the Escrow Agent before the first anniversary of the date hereof (the "FIRST ANNIVERSARY"), the Escrow Agent shall not distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the balance of the Indemnity Escrow Shares (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) and on and after the First Anniversary the Escrow Agent shall distribute to the Stockholder within five (5) business days after the First Anniversary the balance of the Indemnity Escrow Shares; PROVIDED, HOWEVER, that, regardless of whether the Sale Transaction Notice is received before, on or after the First Anniversary, the Escrow Agent shall NOT distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the number of Indemnity Escrow shares specified in all Notices of Claim which, prior to the First Anniversary, have been received by the Escrow Agent but which have not been paid to Parent or otherwise discharged pursuant to this Section 6. Any portion of the Indemnity Escrow Shares which shall continue to be held by the Escrow Agent pursuant to the preceding sentence shall be so held until such time as all disputed Claims hereunder have been settled as provided in Section 17 and written notice of such settlement or settlements setting forth the amounts to be paid to Parent, on the one hand, and the Stockholder, on the other hand, have been received by the Escrow Agent.
Sale Transaction. Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “
(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.
Sale Transaction. Any consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock (other than (x) any transaction in which holders of the Company's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities or (y) any transaction in connection with any bankruptcy or insolvency proceeding) is referred to herein as "Sale Transaction." The Company may effect a Sale Transaction without the vote or consent of the holders of the Preferred Shares, provided that concurrent with the consummation of any Sale Transaction, at the election of the Company, either (i) each Preferred Share shall be automatically converted into the kind and amount of stock, securities or assets which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one Preferred Share immediately prior to such Sale Transaction would have been entitled to receive pursuant to such transaction (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares) or (ii) the Company shall have made appropriate provision (in form and substance reasonably satisfactory to the holders of at least two-thirds (2/3) of the Preferred Shares then outstanding) to ensure that each of the holders of the Preferred Shares will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Preferred Shares such shares of stock, securities or assets that would have been issued or payable in such Sale Transaction with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such holder's Preferred Shares as of the date of such Sale Transaction (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares). No later than 10 Business Days prior to the consummation of a Sale Tra...
Sale Transaction. Each of the Parties agrees that a sale transaction or transactions (whether by way of merger(s), consolidation(s), stock purchase(s) or sale(s) of substantially all of the business of Holdings as currently conducted, a “Sale Transaction”)) should be pursued by the Board. Promptly upon the execution of this Agreement, Holdings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders describing the Recapitalization. Additionally, contemporaneously with (or promptly after) the filing of the proxy materials with respect to the Shareholder Vote, Holdings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders indicating that Holdings intends to pursue strategic alternatives, including a Sale Transaction. Specifically, Holdings and the Consenting Noteholders agree that: (i) Holdings shall retain an investment bank of nationally recognized standing mutually acceptable to the Board and the Consenting Noteholders (the “New Investment Bank”) on terms mutually acceptable to the Board and the Consenting Noteholders for the purpose of advising Holdings and its subsidiaries and the Board on a Sale Transaction; (ii) the New Investment Bank shall be instructed to begin as soon as practicable to prepare customary sales brochures, information memoranda and other marketing materials (collectively, “Materials”) necessary to market Holdings and its subsidiaries and/or their respective assets; (iii) the New Investment Bank shall be instructed to work with Holdings on the preparation of a data room for purposes of facilitating a Sale Transaction; and (iv) the New Investment Bank shall be instructed to (A) identify potential strategic and financial purchasers (“Potential Purchasers”) that it reasonably believes may be interested in participating in a Sale Transaction (and have the financial wherewithal to successfully consummate a Sale Transaction) and (B) as the New Investment Bank may reasonably determine to be desirable, enter into customary and appropriate confidentiality agreements with one or more of such Potential Purchasers; provided, that in no event shall Holdings, Investco, Wireless or their respective agents (including the New Investment Bank) distribute any Materials or otherwise initiate any discussions or negotiations with Potential Purchasers in a Sale Transaction prior to the effective date of the Exchange (except that the New Investment Bank and counsel to Holdings and Investco may negotiate the term...
Sale Transaction. Each Investor further agrees that, it will appear in person or by proxy at the 2019 Annual Meeting (including any adjournment or postponement thereof) and take all necessary steps and actions, individually and collectively, to instruct and cause their nominees, brokers, agents, representatives or proxies to vote all shares of Common Stock beneficially owned by such Investor at such meeting in accordance with the Board’s recommendation on the Company’s proposal to approve the transactions (the “Sale Transaction”) contemplated by that certain Membership Interest Purchase Agreement, dated November 11, 2019, by and among the Company, Verso Paper Holding LLC and Pixelle Specialty Solutions LLC (“2019 Annual Meeting Proposal 2”). Each Investor shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this paragraph (k). Each Investor further agrees it will not take any action that would reasonably be expected to interfere with, delay, impede or postpone the approval or closing of the Sale Transaction.
Sale Transaction. No later than May 31, 2023 (or, such later date as the Administrative Agent shall reasonably agree in its sole discretion), deliver to one or more interested buyers, with a copy to the Administrative Agent’s advisors (collectively, the “Agent’s Advisors”), an initial draft purchase agreement with respect to the proposed sale of the California Medicare Advantage business (the “California Medicare Advantage Disposition”).
Sale Transaction. Borrower will not, directly or indirectly, enter into any Sale Transaction unless such Sale Transaction is permitted under the Operating Agreement.
Sale Transaction. No Member shall enter into any transaction or series of related transactions resulting in a Sale Transaction unless (a) such transaction or transactions is approved in accordance with this Agreement and (b) the terms of such transaction or transactions provide that the consideration to be paid to the Members of is to be allocated in accordance with the preferences and priorities set forth in this Agreement.
Sale Transaction. For purposes of this Agreement, “
Sale Transaction. (a) A Sale Transaction registered by an Unrated User in favour of such other User(s):
(i) shall be a multi-day transaction:
(A) starting on the first day of the Reference Period during which such Cargo is scheduled to be delivered; and
(B) ending on the last day of the Reference Period during which such Cargo is scheduled to be delivered; and
(ii) shall be in respect of a total quantity equal to the quantity of the Cargo scheduled to be delivered by the Unrated User which is forecast to be lent by the Unrated User as a Creditor User to other Users as Debtor Users in respect of such Reference Period (excluding any quantity of the Cargo scheduled to be delivered by the Unrated User which is forecast to be utilised by the Creditor User).
(b) An Unrated User may cancel a Sale Transaction it has registered in respect of a Cargo at any time following completion of unloading of not less than ninety- eight percent (98%) of the scheduled cargo quantity of the relevant Cargo in accordance with the Annual Program. If the Unrated User makes a partial delivery of some but not all of the scheduled cargo quantity of the relevant Firm Cargo or Confirmed Cargo (as applicable), the Unrated User may proportionately amend, or partially cancel, the Sale Transaction to reflect the quantity of LNG actually delivered by the Unrated User in respect of such Cargo, to account for the partial delivery.
(c) An Unrated User which registers a Sale Transaction shall register and maintain an account with Trading Hub Europe GmbH (or its relevant successor) for the purposes of placing any such Sale Transaction and such Unrated User shall issue and maintain any credit support instrument in the required amount as required by Trading Hub Europe for the purposes of effecting any such Sale Transaction.
(d) An Unrated User shall indemnify and hold Operator harmless from any inaccuracies, and the consequences of any inaccuracies, in a Sale Transaction registered by the Unrated User caused by any action or inaction (including the provision of any information) by Operator, except to the extent caused by the wilful misconduct (Vorsatz) or gross negligence (xxxxx Fahrlässigkeit) of Operator.
