Buyer Sale means any of (i) a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Buyer, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Buyer (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Buyer or its subsidiaries, and their affiliates; (ii) the Buyer shall be merged or consolidated with another entity, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving or resulting entity shall be owned in the aggregate by the stockholders of the Buyer (as of the time immediately prior to such transaction), any employee benefit plan of the Buyer or its subsidiaries, and their affiliates; (iii) the Buyer shall sell substantially all of its assets to another entity that is not wholly owned by the Buyer, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Buyer (as of the time immediately prior to such transaction), any employee benefit plan of the Buyer or its subsidiaries and their affiliates; or (iv) a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Buyer (whether directly, indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Buyer (as of the time immediately prior to the first acquisition of such securities by such Person), any employee benefit plan of the Buyer or its subsidiaries, and their affiliates. For purposes of this Agreement, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule l 3d- 3(d)(l )(i) (as in effect on the date hereof) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, for such purposes, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided, however, that a Person shall not include (A) the Buyer or any of its subsidiaries; (B) a trustee or other fiduciary holding securities under an employee benefit plan of t...
Buyer Sale means any one of the following, whether in one or a series of transactions, directly or indirectly: (i) the consummation of a merger or consolidation of Buyer with or into another Person (except a merger or consolidation in which Buyer is the surviving or resulting Person); (ii) a sale, transfer or other disposition of all or substantially all of the assets of Buyer and its Subsidiaries on a consolidated basis, except where such sale, transfer or other disposition is to a direct or indirect wholly owned Subsidiary of Buyer; or (iii) a sale, transfer or other disposition of the Group Companies or all or substantially all of the assets of the Group Companies on a consolidated basis, except where such sale, transfer or other disposition is to a direct or indirect wholly owned Subsidiary of Buyer.
Buyer Sale means any acquisition in any manner, directly or indirectly (whether in a single transaction or a series of related transactions and whether effected as a merger, consolidation, sale of all or substantially all of the assets, sale of stock or other similar transaction) of more than 50% of any class of equity securities of the Buyer or acquisition in any manner, directly or indirectly (whether in a single transaction or a series of related transactions and including by means of license) of assets of the Buyer (including securities of Subsidiaries) equal to more than 50% of the Buyer’s consolidated assets or to which more than 50% of the Buyer’s consolidated revenues are attributable; in each case other than the transactions contemplated by this Agreement.
Examples of Buyer Sale in a sentence
For the purposes of this section, an “off market” status shall be any status except Active, Under Contract-Backups (UCB), or Contract Contingent on Buyer Sale (CCBS).
Notwithstanding the forgoing, the Additional Payment (as detailed above), to the extent not already paid, shall be due and payable within ten business days of a Buyer Sale (as defined below) occurring, and, for the avoidance of doubt, shall be payable in cash or shares of Common Stock, at the option of Buyer, as set forth above.
In the case of Section 2.5(b)(i), upon the effectiveness of the amendment registration and/or record filing with the SAMR to record the transfer of the HK Buyer Sale Shares to the HK Buyer as contemplated by Section 2.5(b)(i)(2)(y), the HK Buyer shall have good and valid title to the HK Buyer Sale Shares, free and clear of all Encumbrances.
Upon delivery and entry into the register of members of the Target Company of the Buyer Sale Shares, the Buyer shall have good and valid title to the Buyer Sale Shares, free and clear of all Encumbrances.
This Agreement will inure to the benefit of, and be binding upon, the successors and permitted assigns of the Parties, including, for purposes of clarity, in respect of Buyer’s obligations hereunder upon the occurrence of a Buyer Sale.
More Definitions of Buyer Sale
Buyer Sale means the consummation of (a) a merger, consolidation or similar transaction directly or indirectly involving Buyer or the sale of all or substantially all of the assets of Buyer unless, following any such merger or consolidation the beneficial owners of the voting securities of Buyer outstanding immediately prior to such consummation beneficially own, directly or indirectly, more than 50% of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such consummation (including, without limitation, a corporation which as a result of such transaction owns Buyer or all or substantially all of Buyer’s assets either directly or through one or more subsidiaries) or (b) the acquisition by any Person or “group” (within the meaning of Rule 13d-5 under the Exchange Act) in one transaction or a series of related transactions of more than 50% of the voting securities of Buyer entitled to vote generally in the election of directors outstanding immediately after such acquisition; provided, however, that for purposes of subsection (b) of this sentence the following acquisitions of securities shall not constitute or be included when determining whether there has been a Buyer Sale: (i) any acquisition by Buyer or its subsidiaries, or (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Buyer or any corporation controlled by Buyer.
Buyer Sale means the consummation of (a) a merger, consolidation or similar transaction directly or indirectly involving Buyer or the sale of all or substantially all of the assets of Buyer unless, following any such merger or consolidation the beneficial owners of the voting securities of Buyer outstanding immediately prior to such consummation beneficially own, directly or indirectly, more than 50% of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such consummation (including, without limitation, a corporation which as a result of such transaction owns Buyer or all or substantially all of Buyer’s assets either directly or through one or more subsidiaries) or (b) the acquisition by any Person or “group” (within the meaning of Rule 13d-5 under the Exchange Act) in one transaction or a series of related transactions of more than 50% of the voting securities of Buyer entitled to vote generally in the election of directors outstanding immediately after such acquisition; provided, however, that for purposes of subsection (b) of this sentence the following acquisitions of securities shall not constitute or be included when determining whether -2-there has been a Buyer Sale: (i) any acquisition by Buyer or its subsidiaries, or (ii) any acquisition by any employee benefit plan (or related trust) sponsoredor maintained by Buyer or any corporation controlled by Buyer.
Buyer Sale means the consummation of (a) a merger, consolidation or similar transaction directly or indirectly involving Buyer or the sale of all or substantially all of the assets of Buyer unless, following any such merger or consolidation the beneficial owners of the voting securities of Buyer outstanding immediately prior to such consummation beneficially own, directly or indirectly, more than 50% of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such consummation (including, without limitation, a corporation which as a result of such transaction owns Buyer or all or substantially all of Buyer’s assets either directly or through one or more subsidiaries), (b) the acquisition by any Person or “group” (within the meaning of Rule 13d-5 under the Exchange Act) in one transaction or a series of related transactions of more than 50% of the voting securities of Buyer entitled to vote generally in the election of directors outstanding immediately after such acquisition or (c) the failure of the shares of common stock of Buyer to be listed on a national securities exchange or quoted on a quotation system or traded in the over-the-counter market; provided, however, that for purposes of subsection (b) of this sentence the following acquisitions of securities shall not constitute or be included when determining whether there has been a Buyer Sale: (i) any acquisition by Buyer or its subsidiaries, the purpose of which is not to evade the foregoing provisions of this definition or (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Buyer or any corporation controlled by Buyer.
Buyer Sale means: (a) a merger or consolidation in which (i) the Buyer is a constituent party, or (ii) a subsidiary of Buyer is a constituent party and the Buyer issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (i) or (ii) any such merger or consolidation involving the Buyer or a subsidiary of the Buyer in which the shares of capital stock of the Buyer outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock which represent, immediately following such merger or consolidation, more than 75% by voting power of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Buyer or a subsidiary of Buyer of all or substantially all the assets of the Buyer and the subsidiaries of Buyer taken as a whole (except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of Buyer); or (c) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Buyer of more than 50% by voting power of the then-outstanding capital stock of the Buyer to any person or entity or group of affiliated persons or entities.
Buyer Sale means any one of the following, whether in one or a series of transactions, directly or indirectly: (a) consummation of a merger or consolidation of Buyer with or into any other corporation or other entity in which holders of Buyer’s voting securities immediately prior to such merger or consolidation will not, directly or indirectly (including through one or more other entities), continue to own at least a majority of the outstanding voting securities of Buyer or the entity resulting from such transaction (it being understood that ownership of the securities of an entity that directly or indirectly owns securities of Buyer or the resulting entity shall constitute an indirect holding for this purpose); (b) the acquisition by any unrelated Person or any group of unrelated Persons (excluding, for the avoidance of doubt, any of the Sellers, Xxxxx Xxxxxxx or Xxxx Xxxxxxxxx or any of their respective affiliates or any group of which any of them is a member), acting together in any transaction or related series of transactions, of such quantity of Buyer’s voting securities as causes such person, or group of persons, to own, directly or indirectly (including through one or more other entities), as of the time immediately after such transaction or related series of transactions, a majority of the outstanding voting securities of Buyer; or (c) a sale, transfer or other disposition of Holo Surgical Inc. and the Group Companies or all or substantially all of the assets of Holo Surgical Inc. and the Group Companies on a consolidated basis, except where such sale, transfer or other disposition is to a direct or indirect wholly owned Subsidiary of Buyer. As used in this definition, (i) “group” shall have the meaning given by Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and (ii) “voting securities” shall mean securities of a Person that are entitled to vote generally in the election of the board of directors of such Person (or persons performing a similar function).
Buyer Sale means any transaction or series of related transactions pursuant to which (i) any Person, other than SOC Holdings LLC and its Affiliates, acquires, directly or indirectly fifty percent (50%) or more of the outstanding equity, voting securities or beneficial ownership of Buyer (whether by merger, consolidation, reorganization, combination, amalgamation, sale, transfer or otherwise) or (ii) any Person acquires, directly or indirectly, all or substantially all of the assets of Buyer and its Subsidiaries, determined on a consolidated basis.
Buyer Sale means any one of the following, whether in one or a series of transactions, directly or indirectly: (a) consummation of a merger or consolidation of Buyer with or into any other corporation or other entity in which holders of Buyer’s voting securities immediately prior to such merger or consolidation will not, directly or indirectly (including through one or more other entities), continue to own at least a majority of the outstanding voting securities of Buyer or the entity resulting from such transaction (it being understood that ownership of the securities of an entity that directly or indirectly owns securities of Buyer or the resulting entity shall constitute an indirect holding for this purpose); (b) the acquisition by any unrelated Person or any group of unrelated Persons (excluding, for the avoidance of doubt, any of the Sellers, Pawel Lewicki or Kris Siemionow or any of their respective affiliates or any group of which any of them is a member), acting together in any transaction or related series of transactions, of such quantity of Buyer’s voting securities as causes such person, or group of persons, to own, directly or indirectly (including through one or more other entities), as of the time immediately after such transaction or related series of transactions, a majority of the outstanding voting securities of Buyer; or (c) a sale, transfer or other disposition of Holo Surgical Inc. and the Group Companies or all or substantially all of the assets of Holo Surgical Inc. and the Group Companies on a consolidated basis, except where such sale, transfer or other disposition is to a direct or indirect wholly owned Subsidiary of Buyer. As used in this definition, (i) “group” shall have the meaning given by Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and (ii) “voting securities” shall mean securities of a Person that are entitled to vote generally in the election of the board of directors of such Person (or persons performing a similar function).