Company Sale Transaction means a (a) merger, sale, consolidation or recapitalization of the Company, (b) sale of all or substantially all of the assets of the Company or (c) sale or exchange of 100% of the Membership Interests of the Company, in each case in a single transaction or series of related transactions.
Company Sale Transaction is defined to mean (i) an acquisition of the Company by another person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the stockholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter, or (ii) a sale of all or substantially all of the assets of the Company.
Company Sale Transaction means a Sale Transaction that is (A) approved by the Independent Committee (as defined in the Confidentiality and Standstill Agreement described below) or (B) in which the holders of a majority of the Common Stock (excluding any shares beneficially owned by SOCO or any subsidiary thereof) sell or otherwise transfer their shares pursuant to such Sale Transaction.
Examples of Company Sale Transaction in a sentence
Such Company Sale Transaction shall be consummated on the terms set forth in Article XIV hereof.
If the Company Sale Transaction is structured as a sale of assets, the net consideration per share of Common Stock shall be computed based upon the consideration that would be payable to the Stockholders upon a liquidation of the Company immediately after such sale of assets, taking into account any taxes payable by the Company and any liabilities retained by the Company, in connection with such sale of assets.
Five Arrows shall deliver written notice to the Company setting forth the net consideration per share of Common Stock and Preferred Stock to be paid in connection with any such Company Sale Transaction and the terms of payment thereof (the "Company Sale Notice") and the Company shall promptly upon receipt thereof deliver a copy thereof to the Remaining Stockholder.
Five Arrows may propose a Company Sale Transaction by giving the Company and the Board notice of its intention to commence an initiative to seek a Company Sale Transaction to an Independent Third Party.
The Remaining Stockholders shall cooperate and take all necessary action including without limitation, voting their shares in favor of such transaction and transfer of all shares owned by the Remaining Stockholders to facilitate consummation of any Company Sale Transaction.
More Definitions of Company Sale Transaction
Company Sale Transaction means, with respect to the Company, a transaction or series of related transactions pursuant to which (i) the Company effects a sale of all or substantially all of its assets or an exclusive license of all or substantially all of its Intellectual Property Rights, (ii) the Company effects a merger or consolidation of the Company with or into another Person whereby the Company is not the surviving entity, (iii) the Company allows another Person or Persons to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock on a fully-converted basis (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Person or Persons making or party to, such purchase, tender or exchange offer) or (iv) the Company executes a stock purchase agreement or effects a business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock on a fully-converted basis (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination).
Company Sale Transaction means one or more sales of all or any part of the business of the Primary Borrower and its Subsidiaries consummated after the Forbearance Termination Date which is acceptable to the Administrative Agent.
Company Sale Transaction means (i) an acquisition of the Company by another Person (other than Laurel Holdings or any of its Affiliates or transferees) by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the stockholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter, (ii) a sale of all or substantially all of the assets of the Company or (iii) any liquidation or dissolution of the Company.
Company Sale Transaction means (a) a transaction in which KAC or KACC (if KACC is a Subsidiary of KAC immediately prior to such transaction) (i) sells or otherwise disposes of all or substantially all of its business or operating assets (other than to one or more Subsidiaries) or (ii) merges or consolidates with another entity and as a result of consummation of such merger or consolidation a Change in Control occurs, (b) a tender offer, exchange offer or other transaction in which all holders of Shares have the right to receive cash, securities or other property in respect of their Shares and as a result of consummation of such transaction a Change in Control occurs or (c) a transaction determined by the Board of Directors to be similar or substantially equivalent to a transaction contemplated by clause (a) or clause (b) of this sentence.
Company Sale Transaction means (i) the Transfer of all of the then outstanding shares of the Equity Stock of the Company or any Subsidiary or Subsidiaries of the Company that together comprise substantially all of the business of the Company (the "Transferred Business") to one or more persons that did not Control, were not Controlled by and were not under common Control with, the Company prior to such Company Sale Transaction (each, an "Independent Third Party"), (ii) a merger or consolidation of the Transferred Business in which the holders of the Equity Stock prior to such transaction hold less than fifty percent (50%) of the equity securities in the entity resulting from such transaction or (iii) the sale or other Transfer of all or substantially all of the assets and business of the Transferred Business to an Independent Third Party. For purposes of the foregoing, the term "Control" shall mean direct or indirect ownership of a majority of the voting equity securities of another entity, the ability to appoint a majority of the board of directors or similar governing body of such entity, or the ability, through contract or otherwise, to direct the management of such entity.
Company Sale Transaction means any transaction constituting a Class A Change in Control, a sale of all outstanding Membership Units to a third party purchaser, a merger, consolidation, joint venture or similar transaction involving the Company, a sale of all or substantially all assets of the Company or other transaction resulting in a Change in Control of the Company or disposition of the assets or business of the Company.
Company Sale Transaction means (i) any merger, consolidation, recapitalization, sale of equity or other transaction or series of transactions in which the holders of the outstanding equity of the Company immediately prior to such transaction do not own a majority of the outstanding equity of the surviving entity after the closing of such transaction, or (ii) a sale or disposition of all or substantially all of the Company's assets, or (iii) a sale or disposition of all or substantially of the Company's assets related to its oral cancer business, in each case, to any person a majority of the outstanding equity of which is not owned by persons who owned a majority of the outstanding equity of the Company before the transaction.