Change of Control Sale definition

Change of Control Sale has the meaning set forth in Section 8(a).
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Change of Control Sale means any transaction or series of related transactions in which any Fortress Stockholder or group of Fortress Stockholders proposes to Transfer (whether by merger, consolidation or sale or other Transfer of Buyer Common Shares or otherwise) 50% or more of the then outstanding Buyer Common Shares to any person (other than another Fortress Stockholder or other affiliate of Holdings).
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Change of Control Sale means (1) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any Subsidiary of the Company, of all or substantially all the assets of the Company and its Subsidiaries taken as a whole, or (2) the sale, lease, transfer, exclusive license or other disposition (whether by merger, consolidation, statutory conversion, domestication, continuance or otherwise, and whether in a single transaction or a series of related transactions) of one or more Subsidiaries of the Company if substantially all of the assets of the Company and its Subsidiaries taken as a whole are held by such Subsidiary or Subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Subsidiary of the Company.
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Examples of Change of Control Sale in a sentence

  • Upon a Change of Control Sale, the Corporation shall deliver or cause to be delivered to the Holder by wire transfer the purchase price payable upon the purchase by the Corporation of such Holder’s shares of Preferred Stock in accordance with this Section 8 substantially concurrently with the Change of Control Sale.

  • To exercise a Change of Control Sale option, a Holder must, no later than 5:00 p.m., New York City time, on the date specified in the written notice referred to in Section 8(c)(i) by which such option must be exercised, notify the Corporation in writing of the number of shares of Preferred Stock as to which such Change of Control Sale option is being exercised.

  • Subject to the payment of the purchase price for shares of Preferred Stock to be purchased pursuant to this Section 8 substantially concurrently with a Change of Control Sale, from and after the Change of Control Sale, the dividend, voting and other powers, designations, preferences and rights provided herein with respect to such repurchased shares of Preferred Stock shall cease.


More Definitions of Change of Control Sale

Change of Control Sale shall have the meaning set forth in Section 7.04(a).
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Change of Control Sale out of funds legally available therefor (subject to creditors’ reserves for payments to creditors in accordance with 9.03(b)), before any distribution or payments may be made to or set aside for the holders of any Junior Equity Interests, any or all of its Series A Preferred Membership Interests at a purchase price per Series A Preferred Membership Interest, payable in cash, equal to the greater of (i) 101% multiplied by the Liquidation Preference and (ii) the amount which would have been received by such holder per Series A Preferred Membership Interest if the Series A Preferred Membership Interests of such holder then outstanding had been converted into Common Membership Interests pursuant to Section 3.04 immediately prior to such Change of Control (a “Change of Control Payment”).
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Change of Control Sale has the meaning given in Section 10.5. “Companies Act” means the Companies Act (Chapter 50) of Singapore, or any other statutory modification or re-enactment thereof; “Company” has the meaning given in the Preamble. “Competitor” means: (a) any of (i) Jasper Infotech Pvt Ltd (and its Affiliates), or such other companies as may operate the business of Snapdeal from time to time after the date hereof, (ii) PayTM (Payments), (iii) PayTM (eCommerce), (iv) Alibaba, (v) Xxxxxx.xxx Inc. or any of its subsidiaries or Affiliates (collectively, “Amazon”), or such companies as may operate the business of Amazon after the date hereof; or (vi) any other e-commerce or payments company with significant operations in India and in which Alibaba or Amazon has an equity or significant commercial interest; and (b) any other Person who, in the reasonable good faith determination of the Board, carries on any business that is substantially similar to the Fit Business or any other business carried on by the Fit Group, with such determination not to be made more frequently than one (1) time per Financial Year and such list of Competitors not to include more than five (5) specified Persons in the aggregate at any time; provided, however, that, for the avoidance of doubt, neither Wal-Mart nor Tencent shall be deemed to be a Competitor so long as it (or its Permitted Transferee) remains a Shareholder; “Confidential Information” has the meaning given in Section 15.1(b); “Constitution” means the constitution of the Company, as may be amended from time to time; “Contract” means any written, oral or other agreement, contract, license, sublicense, subcontract, settlement agreement, deed, lease, indenture, understanding, arrangement, instrument, note, loan, purchase order, warranty, insurance policy, benefit plan or legally binding commitment or undertaking of any nature; “Control” (including, with its correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means: 3
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Change of Control Sale means any transaction or series of related transactions with the effect that one or more persons acting in concert together, other than the Original Stockholders or their Affiliates, will on consummation of such transaction or transactions hold more than 50 per cent. of the total voting power of the issued Company Shares entitled to vote in the election of directors or managers of the Company or any successor entity resulting therefrom.
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Related to Change of Control Sale

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Change of Control means the occurrence of any of the following:

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Control Event Defined. “Control Event” means:

  • Change in Control means the occurrence of any of the following events: