Company Sale Transaction definition

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 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 (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.

Examples of Company Sale Transaction in a sentence

  • The Chief Restructuring Officer shall have the right from and after the Forbearance Termination Date to direct and conduct asset sales (including, without limitation, the Company Sale Transaction) on behalf of the Primary Borrower and its Subsidiaries in its sole and absolute discretion.


More Definitions of Company Sale Transaction

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.
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) 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 a sale of the Company, whether (a) pursuant to (i) a sale by the equity holders of the Company of all of the capital stock and other equity securities of the Company, (ii) a merger of the Company with another entity, (iii) a sale of all or substantially all of the assets of the Company or (b) otherwise.
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. (iii) "SOCO Sale Transaction" shall mean a Sale Transaction other than a Company Sale Transaction. (iv) "Applicable Period" shall mean the period beginning on July 31, 1997 and ending 12 months following any termination of this Agreement or withdrawal of shares from the Offering (whichever is earlier); provided, however, that with respect to any Sale Transaction involving an acquiror that does not 3 44 visit Patina's data room after July 1, 1997 and prior to the Distribution Date, the term Applicable Period shall mean the period beginning on July 31, 1997 and ending six months following any termination of this Agreement or withdrawal of shares from the Offering (whichever is earlier). (b) If (i) the Offering is not consummated for any reason and (ii) a SOCO Sale Transaction is consummated prior to the end of the Applicable Period, then SOCO shall pay Patina a non-accountable expense reimbursement of $2 million. (c) If (i) the Offering is not consummated for any reason and (ii) a Company Sale Transaction is consummated prior to the end of the Applicable Period, then SOCO shall not be obligated to pay any of Patina's costs or expenses and Patina shall be solely responsible therefor. (d) If (i) the Offering is not consummated for any reason and (ii) neither a SOCO Sale Transaction nor a Company Sale Transaction is consummated prior to the end of the Applicable Period, then SOCO shall pay Patina a non-accountable expense reimbursement of $500,000; provided, however, that no such reimbursement shall be required if any of the conditions set forth in Section 3(b)(i) or 3(b)(ii) shall not have been satisfied. (e) If the Offering and Repurchase are consummated, then SOCO shall not be obligated to pay any of Patina's costs or expenses and Patina shall be solely responsible therefor. (f) Except as otherwise expressly provided in this Agreement or the Registration Rights Agreement, each party shall be responsible for its expenses in connection with the transactions contemplated by this Agreement. 5.