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. As directed by the Company, SSG, on a best efforts basis, will act as exclusive financial advisor regarding a Sale Transaction. Specifically, SSG will provide the following services regarding the Sale Transaction: - Identify appropriate prospective purchasers for some or all of the Company's assets or businesses; - Facilitate the due diligence review of prospective purchasers in connection with a Sale Transaction; - Assist the Company in structuring a competitive bidding process for the solicitation of offers from prospective purchasers; - Advise and assist the Company in structuring the transaction and negotiating the transaction agreements; - Advise and assist the Company in conducting an auction, if appropriate, concerning the sale of some or all of its assets or businesses; - Provide litigation support to the Company in the Chapter 11 Case, as necessary, in connection with a Sale Transaction; and Mr. Dale Fuller August 11, 2004 Page 3 - Assist in xxx xxxxxxx xx a Sale Transaction. In performing the service described above, you agree to furnish or cause to be furnished to SSG such information as SSG reasonably believes appropriate to the execution of its engagement hereunder (all such information so furnished being the "Information"). The Company represents that all Information furnished by you or your agents will be complete and correct in all material respects, to the best of your knowledge, and that until the expiration of SSG's engagement hereunder, you will advise SSG immediately of the occurrence of any event or any other change known by you or your agents which results in the Information ceasing to be complete and correct in all material respects. The Company recognizes and confirms that SSG (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated hereby without having independently verified any of the same, (b) does not assume responsibility for accurateness or completeness of the Information and such other information, and (c) will not make an appraisal of any of the assets or liabilities of the Company.
Sale Transaction. (a) A Sale Transaction registered by an Unrated User in favour of such other User(s):
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. 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. For purposes of this 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. 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. (a) Subject to Section 6 hereof and except as provided in an Award Agreement, upon the occurrence of a Sale Transaction which occurs while the Grantee is still employed by, or in service with, the Company or any of its subsidiaries, all of the Grantee’s unvested Awards shall immediately become vested and/or exercisable, convertible or exchangeable, as applicable.
Sale Transaction. (a) Subject to applicable law, each of the Universal Group and the Liberty Group agrees to immediately exercise its option with respect to an Exchange provided for in this Article 2 with respect to all LLC Shares held by any member of its Group simultaneously with the consummation of a merger, consolidation or amalgamation between HSN and another entity (other than an affiliate of HSN) in which HSN is acquired by such other entity or a person who controls such entity, other than a subsidiary of HSN (a "Sale Transaction"); provided that if such Sale Transaction can be effected as to the applicable holders as a tax-free exchange involving a merger or exchange of shares of members of the Universal Group (other than Universal) or Liberty Group (other than Liberty), as the case may be, the Sale Transaction shall be structured in such manner in lieu of such members exercising the option to effect an Exchange and, in lieu of receiving shares of HSN Stock upon consummation of an Exchange, such Persons shall be entitled to receive the type and amount of consideration that such Persons would have received had such Exchange been consummated immediately prior to the Sale Transaction, unless the alternative structure described in this paragraph would materially adversely affect the ability of HSN to consummate such Sale Transaction. In the case of a Sale Transaction which provides for holders of HSN Stock to elect the form of consideration, HSN shall make reasonable provision so that holders of LLC Shares may similarly make such election, to the same extent that would be the case had such holder held shares of HSN Stock immediately prior to the time of such election.
