Block Sale definition

Block Sale means the sale of Registrable Securities to one or several purchasers in a registered transaction by means of (i) a bought deal, (ii) a block trade or (iii) a direct sale.

Block Sale means the sale of shares of Common Stock, or securities or other obligations exercisable or exchangeable for, or convertible into Common Stock, in each case constituting more than 3% of PubCo Common Stock then outstanding to one or more purchasers by means of (i) a bought deal, (ii) a block trade or (iii) a direct sale, in each case whether in a registered transaction without a prior marketing process or pursuant to Rule 144 under the Securities Act.

Block Sale means a Transfer, in a single transaction (other than a Transfer to a Qualified Distribution Transferee) of all of the Equity Securities Beneficially Owned by Liberty (other than any Restricted Equity Securities) at such time to a Person (other than Xx. Xxxxxx, a Permitted Transferee, a Permitted Designee or the Company) not affiliated with Liberty (i) whose Ownership Percentage upon, and giving effect to, such Transfer does not exceed 30% of the Total Equity Securities and (ii) who enters into a standstill agreement with the Company in the form attached as Exhibit A to this Agreement (a “Standstill Agreement” and such Transferee, the “Block Sale Transferee”).

Examples of Block Sale in a sentence

• Notwithstanding the foregoing, no securities other than Registrable Securities held by the CD&R Stockholders shall be eligible for inclusion in the total number or dollar amount of Registrable Securities proposed to be sold in any Block Sale effected pursuant to Section 2(b) or Section 2(e) of this Agreement.

• Within 5 business days after the end of each calendar quarter during the Standstill Period, commencing with the quarter ending [—], the Block Sale Transferee shall provide written notice to the Company of the number of Equity Securities Beneficially Owned by the Block Sale Transferee at the end of such quarter.

• This Agreement contains the entire agreement between the Company and the Block Sale Transferee concerning the subject matter hereof.

• This Agreement may be modified or waived only by a separate writing by the Company, acting through a committee of directors on the Board of Directors that qualify as “independent directors” as defined by applicable stock exchange listing rules [(which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)]12, on the one hand, and the Block Sale Transferee, on the other hand, expressly so modifying or waiving this Agreement.

• The Company represents and warrants that a committee of directors that qualify as “independent directors” as defined by applicable stock exchange listing rules [(which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)]19 has approved the Company’s acknowledgement and agreement of this Agreement.

More Definitions of Block Sale

Block Sale means the sale of shares of Equity Securities to one or more purchasers that are financial institutions in an underwritten offering registered under the Securities Act without a prior public marketing process by means of a bought deal or pursuant to an “overnight” underwritten offering.

Block Sale shall have the meaning ascribed to such term in the Governance Agreement.

Block Sale means any non-marketed underwritten takedown offering taking the form of a bought deal or block sale to a financial institution.

Block Sale means the sale of shares of Common Stock to one or more purchasers that are financial institutions in an offering registered under the Securities Act (a) without a prior public marketing process by means of (i) a bought deal or (ii) a block trade or (b) pursuant to an “overnight” underwritten offering.

Block Sale means a pre-arranged transaction which is executed through the facilities of the Exchange and is compliant with the requirements of the Revised Trading Rules and related issuances.

Block Sale means a privately negotiated sale of Common Shares executed in an accelerated book-built offering effected and managed by a financial intermediary off of the relevant Exchange.

Block Sale means a sale of Registrable Securities to one or several purchasers in a registered transaction by means of a transaction not involving Substantial Marketing Efforts, including the following: (i) a bought deal, (ii) a block trade, (iii) a direct sale, (iv) an underwritten overnight offering or (v) a similar transaction.