Trade Sale. Except as provided in the Securityholder Agreement, if the Company (i) should (a) assign, transfer or sell its interest in the Subsidiary to a Person unaffiliated with the Company, or (b) assign, transfer or sell substantially of its Assets, or (ii) should the Subsidiary sell, assign or transfer, all or substantially all of its Assets, the Company shall be obligated to prepay this Series B2 Debenture pari passu with the other Secured Series B2 Debentures including accrued and unpaid Interest and Contingent Interest, but after the Series A Debentures and the Series B1 Debentures have been fully repaid, including any Contingent Interest pursuant to the Series B1 Debenture, and prior to any payment to the Series C Debentures, to the extent of the consideration received by the Company or the Subsidiary in such a transaction.
Trade Sale. In the event there is no IPO and ING US instead is divested by means of a trade sale of all or substantially all of ING US, then 50% of the Deal Incentive Award will vest and be paid to Recipient in cash upon the date of closing of such disposition (the “Trade Sale Closing”), provided that Recipient is employed by ING US on the date of such Trade Sale Closing, and the remaining 50% of the Deal Incentive Award will vest and be paid to Recipient in cash on the first anniversary of the Trade Sale Closing (the “First Anniversary”), provided that Recipient is employed by ING US or its successor or an affiliate of its successor on the date of the First Anniversary. If Recipient is terminated for reasons other than Cause by ING US or its successor or an affiliate of its successor during the period after the date of the Trade Sale Closing and prior to the First Anniversary, then the remaining 50% of the Deal Incentive Award will immediately vest and be paid to Recipient within 30 days of the date of Recipient’s involuntary termination for reasons other than Cause.
Trade Sale. The term “Trade Sale” shall mean either (i) merger or consolidation, scheme of arrangement or other similar transaction (including, without limitation, an acquisition by way of a share purchase), of the Company or any other Group Company with or into another entity in which the shareholders of the Company as of the date hereof, immediately after such transaction hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity, or (ii) the sale, transfer, license, lease or other disposition of all or substantially all of the assets of the Group Companies.
Trade Sale. If at any time after the Closing (as defined in the Series B-1 Share Purchase Agreement) there shall be a bona fide offer from a third party to effect a Trade Sale (as defined below), and if so requested by the written notice from the holders of at least two-thirds of the outstanding Preferred Shares (assuming the exercise, conversion or exchange of all then outstanding Common Share Equivalents), each of the holders of the Equity Securities and their respective assignees shall consent to, enter into any agreement in connection with, and participate in, and use their best efforts to cause all other holders to consent to, enter into any agreement in connection with, and participate in, such Trade Sale; provided that (i) the Preferred Shareholders sending the written notice have approved the terms and conditions of such Trade Sale and have committed to participate in such Trade Sale, (ii) the implied valuation of the Company pursuant to such Trade Sale is at least US$220,000,000, which is two and half (2.5) times the pre-money valuation of the Company in connection with the issuance of Series B Shares under the Series B Share Purchase Agreement (subject to adjustment pursuant to Section 2.3 of the Series B Share Purchase Agreement), and (iii) the terms and conditions (including the purchase price) for the sale of the Equity Securities held by the Preferred Shareholder(s) proposing such Trade Sale are no more favorable than those for the sale of the Equity Securities held by the other shareholders of the Company, provided further that the implied valuation requirement set forth above shall not apply after the third anniversary from the date of the Closing (in which case the valuation of the Company for such Trade Sale shall be no less than the Company’s fair market value). For purpose of this Section 4, “Trade Sale” means either (i) a merger, consolidation or other business combination of the Company Group with or into any other business entity in which the shareholders of the Company Group immediately after such merger, consolidation or business combination hold Equity Securities representing less than a majority of the voting power of the outstanding share capital of the surviving business entity, or (ii) the sale, lease, transfer or other disposition of all or substantially all of the assets of the Company Group.
Trade Sale. In the event of a Trade Sale, the treatment of all Group Equity Compensation Awards that are outstanding at the time of the closing of such Trade sale shall be determined in accordance with the plan documents governing the LSPP, XXX or GSOP, as applicable, and the terms and conditions of applicable award agreements.
Trade Sale. Notwithstanding Section 12.11(i) above, in the event that the valuation of the Company implied in a Deemed Liquidation Event or Liquidation Event is no less than US$650 million, all assets and funds resulting from such Liquidation Event or Deemed Liquidation Event that are legally available for distribution to the Members (after satisfaction of all creditors’ claims and claims that may be preferred by law including those related to employees and taxation) shall be distributed ratably among all Members of the Company according to the relative number of Ordinary Shares held by such Member (treating for this Section 12.11(ii) all Preferred Shares as if they had been converted to Ordinary Shares immediately prior to such Deemed Liquidation Event or Liquidation Event of the Company) without applying to liquidation distribution method set forth in Section 12.11(i).
Trade Sale. There is an occurrence of: (1) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Group Companies, whether by a single transaction or a series of transactions; (2) an exclusive licensing of all or substantially all of the Intellectual Property of the Group Companies; or (3) any sale, reorganization, merger, consolidation, acquisition, tender offer, transfer or issuance of the Shares, or similar transaction of the Company with one or more other entities in which the shareholders prior to such transaction or series of transactions would hold Shares representing less than a majority of the voting power of the issued share capital of the surviving company immediately after such transaction or series of transactions;
Trade Sale. The Directors may notify the Optionholders prior to the date upon which, in the reasonable opinion of the Directors, a Trade Sale is likely to occur, of that fact and that Options may, conditional upon the fulfilment or satisfactory waiver of any conditions of such Trade Sale, be exercised in full prior to such Trade Sale taking place (Prior Notice), and subject to the Shares acquired being assented to the terms of such Trade Sale. The Directors may in their discretion include in such Prior Notice a requirement that an Optionholder shall either give notice of exercise in accordance with this Clause or else suffer automatic lapse of the relevant Option on the completion of the Trade Sale.
Trade Sale. 14.1 Each Shareholder shall be entitled to propose, at any time after the expiry of the Initial Period, to the other Shareholder a trade sale of the entire Joint Venture to a third party (i.e., a transaction in which both Shareholders (or their respective Affiliate transferees) dispose of their entire interest in the Joint Venture either through a sale of all of their respective Shares, an asset deal in which the Joint Venture would effectively sell all of its assets or any other transaction with a similar effect) (each such transaction, a “Trade Sale”). If either Shareholder proposes a Trade Sale, the Shareholders shall discuss such proposal in good faith, taking into consideration the overall economic environment, the proceeds that are likely to result from such Trade Sale and all other circumstances that are, from the point of view of a prudent business person, relevant in such context. If the Shareholders reach a mutual understanding to pursue a Trade Sale, they shall also agree in good faith on the process to be followed in connection with such Trade Sale, their common expectation as to the proceeds to be generated as a result of such Trade Sale and whether both of them would undertake to waive their respective pre-emption rights as set forth in section 17 in connection with such Trade Sale.
Trade Sale. Upon the consent of the Shareholders, the Shareholders shall appoint an investment bank of international repute to procure a sale by JV Co 1 of all or substantially all of its assets and undertakings (whether by way of a share sale, an asset sale or a combination of both) at a valuation acceptable to the Shareholders, and the Shareholders shall extend all necessary cooperation and assistance to facilitate the sale (including providing assistance to the potential purchasers and their advisers in the conduct of any due diligence investigation in respect of the JV Co 1 Group Companies). Upon completion of the trade sale, the Shareholders shall take the necessary steps to distribute the sale proceeds from the sale of JV Co 1 to the Shareholders on a pro rata basis pursuant to their respective then-current Shareholding Percentages in JV Co 1.
