Approved Company Sale means if BRS Majority Holders approve a sale of all or substantially all of the Company’s assets determined on a consolidated basis or a sale of all (or a lesser percentage, if necessary, as determined by BRS Majority Holders for accounting, tax or other reasons) of the Company’s outstanding Common Stock (in either case, whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) or any other transaction which has the same effect as any of the foregoing, to an Independent Third Party or group of Independent Third Parties. “Approved Company Sale” shall not include the Merger.
Approved Company Sale means a sale of the Company (by sale of securities, merger, consolidation, sale of substantially all of the assets, or any similar transaction) if (a) it is consummated after the third anniversary date of this Agreement, or (b) it results in the receipt by the WP Stockholders of cash or Marketable Securities (valued at Fair Market Value) having a value of at least equal to 200% of the Investment Price of the Shares held by the WP Stockholders.
Approved Company Sale means any Sale Transaction approved by Directors who were designated by Members who collectively hold at least a majority of all Common Units held by those Members who are entitled to designate Directors (which approving Directors must include a Director (if any are then serving on the Board and have not failed to attend a recalled Board meeting in accordance with Section 6.04(b)) designated by each of the WME Member, the SL Member and the KKR Member).
Examples of Approved Company Sale in a sentence
If the Approved Company Sale is structured as a Transfer of Member Shares, then each holder of Member Shares shall Transfer all of his or its Member Shares and rights to acquire Member Shares on the terms and conditions approved by Approving Holders.
If the Approved Company Sale is structured as a sale of assets, merger or consolidation, then each holder of Member Shares shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights in connection with, such sale, merger or consolidation.
More Definitions of Approved Company Sale
Approved Company Sale has the meaning given to such term in the Securityholders Agreement.
Approved Company Sale shall have the meaning set forth in Section 3(a).
Approved Company Sale means a sale of the Corporation’s equity by Stockholders that includes shares of Class B Common Stock (by sale of securities, merger, consolidation or any similar transaction) if it satisfies any of the following: (a) it is consummated after the sixth anniversary date of the Effective Date1; or (b) it results in the receipt by the holders of shares of Class B Common Stock of cash or Marketable Securities (valued at Fair Market Value) having a value equal to or greater than, (i) 200% of the Aggregate Investment Price, if received during the three year period after the Effective Date (the date that such period ends is referred to herein as the “Third Anniversary”), (ii) an amount representing an Internal Rate of Return of at least 18%, if received during the two year period beginning on the day after the Third Anniversary and ending on the day that is the fifth anniversary date of the Effective Date (such date referred to
Approved Company Sale has the meaning set forth in Section 12.1.
Approved Company Sale has the meaning set forth in Section 4. ---------------------
Approved Company Sale has the meaning set forth in Section 10.3(a).
Approved Company Sale has the meaning set forth in Section 5(a) hereof.