Company Sale Event definition

Company Sale Event means in one or a series of related transactions, (i) the sale, exclusive license (where such term of exclusivity is for a term of thirty-two (32) months or more) or other disposition of all or substantially all of the assets of the Surviving Corporation, (ii) the sale or other disposition of all of the issued and outstanding stock of the Surviving Corporation, (iii) the merger or consolidation of the Surviving Corporation with or into another entity in which all of the issued and outstanding stock of the Surviving Corporation is converted into or exchanged for cash, securities of another entity, or other property; provided, that, in each case, the Company’s Intellectual Property Assets, as in existence on the date hereof, constitute all or substantially all of the assets sold or licensed exclusively, as the case may be, by Parent in such Company Sale Event. For the avoidance of doubt, none of the following shall be a Company Sale Event:
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Company Sale Event means the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis, (iii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iv) the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a Person or group of Persons, or (v) any other acquisition of the business of the Company, as determined by the Board; provided, however, that the Company’s Initial Public Offering, any subsequent public offering or another capital raising event, or a merger effected solely to change the Company’s domicile shall not constitute a “Company Sale Event.”
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Company Sale Event is (i) a sale of substantially all of the assets of the Company to a person or entity that is not an affiliate of the Company, (ii) any sale in a single transaction or in a series of related and substantially similar contemporaneous transactions of the issued and outstanding securities of the Company representing 50% or more of the total number of shares of the Company then outstanding to any person or entity that is not an affiliate of the selling shareholders, or (iii) any merger, consolidation or reorganization of the Company with or into one or more entities that are not Affiliates of the Company, as a result of which less than 50% of the outstanding voting securities, partnership interests or membership interests of the surviving or resulting entity are owned by the holders of the Company's securities (or their Affiliates) immediately prior to such merger, consolidation or reorganization. Notwithstanding anything to the contrary provided herein, the issuance of securities by the Company in an acquisition by the Company or by any of its subsidiaries of another business shall not constitute a Company Sale Event. Options which shall have vested shall be referred to as "Vested Options."
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Examples of Company Sale Event in a sentence

  • This Agreement shall terminate if a Company Sale Event is not consummated on or prior to September 30, 2007; provided, however, that if on September 30, 2007, the Company is a party to an agreement providing for a Company Sale Event, this Agreement shall terminate if a Company Sale Event is not consummated on or prior to December 31, 2007.

  • The Company shall give Optionee at least 30 days notice of the contemplated consummation of a Company Sale Event.

  • The Option shall vest and be exercisable in the hands of the Optionee only upon the consummation of a Company Sale Event.

  • In the event of the forfeiture of unvested Restricted Stock pursuant to Section 3(c)(ii)(A), such Restricted Stock shall be repurchased from the Holder thereof at a price per share equal to the lower of the original per share purchase price paid by the Holder (subject to adjustment as provided in Section 3(b)) (or $0 if the Holder did not pay any original per share purchase price) or the current Fair Market Value of such Shares, determined immediately prior to the effective time of the Company Sale Event.

  • The terms and provisions of Section 9(b) and Section 9(c) (except for the Company’s right to repurchase Shares still subject to a risk of forfeiture upon a Termination Event) shall terminate upon the closing of the Company’s Initial Public Offering or upon consummation of any Company Sale Event, in either case as a result of which Shares are registered under Section 12 of the Exchange Act and publicly-traded on any national security exchange.

  • The Optionee may exercise any Vested Option concurrently with the consummation of a Company Sale Event.

  • Notwithstanding anything to the contrary provided herein, the issuance of securities by the Company in an acquisition by the Company or by any of its subsidiaries of another business shall not constitute a Company Sale Event.

  • Except as otherwise provided in this Amendment, the Options shall be exercisable, if at all, on the earlier of (i) the date of a Company Sale Event (as hereinafter defined) or (ii) March 30, 2007 (the “Exercise Date”).

  • If an Award other than an Option or SAR is assumed, the number of shares covered by the assumed Award will be a whole number that reflects the exchange ratio or value of the transaction consideration applicable to the holders of Shares in connection with the Company Sale Event.

  • An assumed or converted Award, as so adjusted, will be subject to substantially the same vesting and other terms and conditions as applied to the Award being assumed or converted, provided, however, that, unless the Committee determines otherwise, in the case of a performance-based Award, any performance goals applicable to the Award will be deemed to have been satisfied immediately prior to the consummation of the Company Sale Event to the maximum extent specified in connection with the Award.


More Definitions of Company Sale Event

Company Sale Event means the occurrence of any of the following events:
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Company Sale Event means any of the following: (i) any dissolution or liquidation of the Company or any sale or transfer of all or substantially all of the consolidated assets of the Company and its Affiliates to any Third Party or any other transaction having a similar effect, whether in a single transaction or a series of transactions, it being the agreement of the Parties that, without limiting the foregoing, any sale or transfer of any material portion of the Company Proprietary Software to any Third Party (other than sales or transfers in the ordinary course, which may include exclusive licenses granted to one or more third parties in one or more jurisdictions) shall be deemed to constitute a sale of substantially all of the consolidated assets of the Company and its Affiliates for purposes of this Addendum; or (ii) any merger, consolidation, reorganization, recapitalization or liquidation between any Third Party and the Company or an Affiliate which owns all or substantially all of the assets of the Company, whether or not the Company or such Affiliate is the surviving or disappearing corporation in any such transaction.
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Company Sale Event means in one or a series of related transactions, (i) the sale, exclusive license (where such term of exclusivity is for a term of thirty-two (32) months or more) or other disposition of all or substantially all of the assets of the Surviving Corporation, (ii) the sale or other disposition of all of the issued and outstanding stock of the Surviving Corporation, (iii) the merger or consolidation of the Surviving Corporation with or into another entity in
Sample 1

Related to Company Sale Event

  • 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.

  • Sale Event means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

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

  • 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.

  • Company SAR means any stock appreciation right linked to the price of Company Common Stock and granted under any Company Stock Plan.

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

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

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

  • Company Transaction means the consummation of

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

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

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

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

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

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

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