Complete Sale definition

Complete Sale means the sale (in a single transaction or a series of related transactions) of the Company to any Person (other than Investor or an Affiliate of Investor) pursuant to which such Person acquires (i) all of the then outstanding common equity of the Company (whether by merger, consolidation, sale or transfer of Common Stock, reorganization, recapitalization or otherwise) or (ii) all of the assets of the Company (which for the sake of clarity, may be all of the equity interests held directly or indirectly by the Company or all of the assets of its Subsidiaries).

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Complete Sale means (a) a completed tender offer, a merger or consolidation of the Corporation into or with one or more Persons, or any other business combination if the stockholders of the Corporation immediately prior to such transaction do not hold at least a majority of the Voting Power of the surviving Person immediately following completion of such transaction, or (b) the voluntary sale, conveyance, exchange or transfer (i) to another Person of the Common Stock or other securities of the Corporation if the stockholders of the Corporation immediately prior to such transaction do not hold at least a majority of the Voting Power of the Corporation immediately after completion of such transaction, or (ii) to another Person other than one or more Subsidiaries of the Corporation of all or substantially all the assets of the Corporation and the Subsidiaries of the Corporation considered as a whole.

Complete Sale means the sale of all Registrable Securities that are requested to be registered by the Holder pursuant to his written request.

Examples of Complete Sale in a sentence

The Gain or Loss on a Complete Sale allocable to the General Partners shall be allocable among them equally, and if there is more than one Limited Partner, that allocable to the Limited Partners, except as otherwise provided in Section 13B(2), shall be allocable to the Limited Partners, pro rata, in accordance with their Capital Contribution Points as adjusted pursuant to Sections 8F and 8G.
In the event such a veto is exercised by the Hughes Member with respect to a bona fide offer to acquire the Compa▇▇ ▇▇ a Complete Sale that had been received from a third party, the proceeds that the Darlene Member would have received pursuant to Section 6.6 hereof in the event such Complete Sale had been consummated shall be the "Darlene Floor Value." The Darlene Floor Value, once established, sha▇▇ ▇▇▇ thereafter be chang▇▇ ▇▇ ▇ny subsequent exercises by the Hughes Member of its veto right hereunder.
If the Darlene Member is exerc▇▇▇▇▇ ▇he Call Right, the amount the Hughes M▇▇▇▇▇ ▇nd its Affiliates would have received in payment for ▇▇▇ ▇▇uity Interests in the Company (other than any Excluded Equity), in accordance with Section 6.6.B hereof, as if there had been a Complete Sale of all the Equity Interests in the Company for cash at the Fair Market Value determined in the Appraisal Process.
From the first anniversary of the Closing through and including the sixth anniversary of the Closing (the "Liquidity Period"), either the Hughes Member or the Darlene Member (the "Triggering Party") shall h▇▇▇ ▇▇e right to deli▇▇▇ ▇ ▇otice in writing (the "Trigger Notice") to the other (the "Nontriggering Party") that the Triggering Party desires to use its commercially reasonable efforts to either: (i) cause the Company to complete a Qualifying IPO or (ii) cause the Company to enter into a Complete Sale.
The payments provided for in Section 15A shall be paid out of Cash Flow, Proceeds of Refinancing and Proceeds of Complete Sale in the order of priority specified in Section 14.
If, at any time after the second (2nd) anniversary of the date hereof RSVP, RAP and all Permitted RSVP Parties elect to sell all of their interests in the Company and the Company Subsidiaries to other than a Permitted RSVP Entity (a "Proposed Complete Sale"), ▇▇▇▇▇▇▇ shall have a right of first offer with respect to such sale on the terms and conditions set forth on SCHEDULE K hereto.
The foregoing allocations of gain or loss on a Complete Sale may in the discretion of the General Partners, be amended to conform with final regulations adopted under Section 704(b) of the Internal Revenue Code, with the object of preserving to the greatest extent permitted under such final regulations, the economic objectives of the Partners as expressed herein.
The Hughes Member may exercise such veto by delivery to the Darlene Memb▇▇ ▇▇ notice in writing at any time within five (5) days ▇▇▇▇▇ delivery to the Hughes Member of the applicable Liquidity Consummation Notice, in wh▇▇▇ ▇▇se such Complete Sale shall not thereafter be consummated.
The Partnership Net Income or Net Loss, other than Gain or Loss on a Complete Sale, shall be allocated ninety-seven percent (97%) to the Limited Partner (if there is more than one Limited Partner, then pro rata in accordance with their Capital Contribution Points as adjusted pursuant to Sections 8F and 8G), and one and one-half percent (1.5%) to each of the General Partners.
Such trustee shall hold and administer such Property for all the Partners in proportion to their respective Interests in Proceeds of Sale determined as though a Complete Sale had been made of such Property for its fair market value, and as though the Gain or Loss on such Sale had been allocated as provided hereinabove.

More Definitions of Complete Sale

Complete Sale means the sale, condemnation, foreclosure, destruction or other disposition of the Property or any substantial portion thereof.

Complete Sale means the sale of all Registrable Securities that are held by the Holder.

Complete Sale is a transaction in which: (y) the entire rights (including any license rights) to the Custom Portion of the End-Advertiser-Only AdWords API Client or the Internal-Only AdWords API Client are transferred to a new Owner; and (z) the prior Owner destroys and no longer uses any copies of the Custom Portions of the client code still in its possession.

Complete Sale means, with respect to a Segment, any sale of properties or assets (including Equity Interests) of the Segment that, collectively, represent greater than 90% of the Fair Market Value of all of the properties and assets of the Segment as a whole, determined prior to giving effect to such transaction.