Combined Sale definition

Combined Sale has the meaning set forth in Section 5.3.
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Combined Sale has the meaning set forth in Section 3.4 hereof. 1.6 “Debenture” means that certain Debenture between GT Hong Kong, GTAT Corp., and GT SPE, dated as of July 20. 1.7 “GT Hong Kong ASF Furnaces” means ASF Furnaces owned by GT Hong Kong as of the date of this Intercompany Sales Agreement. 1.8 “GT SPE ASF Furnaces” means ASF Furnaces owned by GT SPE as of the date of this Intercompany Sales Agreement. 1.9 “GT SPE Collateral” means (a) all of GT Hong Kong’s now owned or hereafter acquired Accounts that in any way relate to ASF Furnaces that are or were the subject of Intercompany Sales made by GT SPE to GT Hong Kong, (b) all of GT Hong Kong’s now owned or hereafter acquired Letter-of-Credit Rights that in any way relate to ASF Furnaces that are or were the subject of Intercompany Sales made by GT SPE to GT Hong Kong, (c) all of GT Hong Kong’s now owned or hereafter acquired rights in and to Supporting Obligations (including guarantees and Letter-of-Credit Rights) that in any way relate to ASF Furnaces that are or were the subject of Intercompany Sales made by GT SPE to GT Hong Kong, (d) all of GT Hong Kong’s now owned or hereafter acquired (i) rights of reclamation, replevin, or recovery, (ii) mechanic’s liens or other liens, (iii) rights of setoff, and (iv) other rights or remedies, in each case, that in any way relate to ASF Furnaces that are or were the subject of Intercompany Sales made by GT SPE to GT Hong Kong, (e) all of GT Hong Kong’s now owned or hereafter acquired rights in respect of returned goods arising in relation to ASF Furnaces that were the subject of Intercompany Sales made by GT SPE to GT Hong Kong, (f) all of GT Hong Kong’s now owned or hereafter acquired rights in any deposits in relation to ASF Furnaces that were the subject of Intercompany Sales made by GT SPE to GT Hong Kong, and (g) any and all proceeds of any of the foregoing. 1.10 “GTAT Corp. ASF Furnaces” means ASF Furnaces owed by GTAT Corp. as of the date of this Intercompany Sales Agreement. 1.11 “GTAT Corp. Collateral” means (a) all of GT Hong Kong’s now owned or hereafter acquired Accounts that in any way relate to ASF Furnaces that are or were the subject of Intercompany Sales made by GTAT Corp. to GT Hong Kong, (b) all of GT Hong Kong’s now owned or hereafter acquired Letter-of-Credit Rights that in any way relate to ASF Furnaces that are or were the subject of Intercompany Sales made by GTAT Corp. to GT
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Combined Sale means a sequence or combination of events in which there occurs both:
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Examples of Combined Sale in a sentence

  • From the date hereof until the earlier of a Combined Sale or the termination of this Agreement, Greenbrier and Midland agree: (i) to afford Xxxx International, Inc.

  • Greenbrier and Midland agree to act in good faith and to take commercially reasonable efforts to document and consummate a Combined Sale so long as the CAFS to be received under such Combined Sale exceeds the Minimum Consideration.

  • Greenbrier, Midland and Xxxxxx have prepared the financial model attached as Exhibit A hereto that reflects how proceeds will be distributed from a Combined Sale (the "Sharing Model").

  • The principal and interest portion of the Obligations shall be limited to $200,000,000 ("Principal and Interest Cap"); provided that, in the event that the Investment Bank has failed to commence distribution of information books for a Combined Sale by March 31, 2011, the limit on the Principal and Interest Cap shall be increased to $201,000,000.

  • Xxxxxx, III shall not be required in the event that all other members of the Special Board determine in good faith that Midland has materially breached any provision of this Agreement), that it is no longer in the best interest of Greenbrier and Midland to pursue a Combined Sale; (iii) the written request of Greenbrier (as unanimously approved by a vote of Xxxxxxx Xxxxx, Xxxxxx X.

  • To the extent necessary to facilitate the sharing of proceeds from a Combined Sale in accordance with the Sharing Model, Greenbrier's Operating Agreement shall be deemed amended by this Agreement.

  • It is acknowledged by all parties that the Special Managers shall have no authority or right to mandate that any member, officer, or employee of Greenbrier or Midland accept any employment agreement or sign any non-competition agreement in connection with any Combined Sale and any failure of such member, officer, or employee to accept any employment agreement or to sign any non- compete agreement shall not constitute a breach of this Agreement by any signatory hereto.

  • Contemporaneous with a Combined Sale, Greenbrier will immediately release any and all liens and security interests that Greenbrier may have on the assets of Midland.

  • Upon a Combined Sale, the Pending Litigation and all pleadings filed in connection therewith shall be marked settled, dismissed and closed with prejudice, all without any further approval by the Bankruptcy Court.

  • Subject to the terms and conditions set forth in this Agreement, Greenbrier and Midland agree to reasonably cooperate in marketing their respective properties to prospective buyers and pursuing a Combined Sale under which, inter alia, the consideration to be paid to Greenbrier and Midland shall be paid directly into the Escrow Account for ultimate distribution in accordance with the Sharing Model.


More Definitions of Combined Sale

Combined Sale has the meaning ascribed to such term in the recitals to this Agreement.
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Related to Combined Sale

  • Approved Sale has the meaning set forth in 2.1(d).

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Company Transaction means the consummation of

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Stock Sale means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.

  • Control Transaction means any of the following transactions or any combination thereof:

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

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

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Business Combination Transaction means:

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • 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.

  • Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.