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.
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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.
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Examples of Complete Sale in a sentence

  • The successor/acquirer must complete State Form 2837 (Report to Determine Status), and the predecessor/disposer must complete State Form 46799 (Report of Transfer – Complete Sale).

  • Complete Sale: This button finalizes the sale, updates the database, prints a receipt, and returns you to the ConsignPro Main Menu.

  • The predecessor/disposer must complete State Form 46799 (Report of Transfer – Complete Sale) The deadline for filing is all reports via Employer Self Service or the current state form approved for such reporting.

  • 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 this situation, banks might be willing to lend more which would create inflationary pressure in the near future.

  • 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.

  • In view of these results, we can say that a protectionist situation can be found in the great majority of crops since in general terms they show indexes lower tan 75 %.

  • The interest of each Limited Partner in the Net Income, Net Loss, Gain or Loss on a Complete Sale, Cash Distributions and Capital Accounts of the Partnership, as set forth in Sections 11, 12 and 13, are based on the initial Capital Contribution Points of the Partners set forth on Exhibit “C”.

  • XX’s Right of Refusal to Complete Sale Notwithstanding anything to the contrary herein, BB reserves the right, in its sole discretion, to refuse sale of the Cat prior to delivery.

  • Interest $ Principle $NotePayoff: Partial FullNew Ending Balance on the Note/Debt $🞏 Rental Income🞏 Dividend🞏 Return of Capital🞏 Sale Proceeds: Partial Sale Complete Sale 3 Signature Accountholder must sign and date below if deposit is a Contribution or Rollover.


More Definitions of Complete Sale

Complete Sale means the sale of all Registrable Securities that are requested to be registered by the Holder pursuant to his written request.
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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. _________________ 1 Insert an amount equal to the remaining unpaid principal and accumulated interest on the Bridge Notes, divided by the aggregate number of shares of series D Preferred Stock to be issued. 5
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Complete Sale means the sale, condemnation, foreclosure, destruction or other disposition of the Property or any substantial portion thereof.
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Complete Sale means the sale, condemnation, foreclosure, destruction or other disposition of the Property or any substantialportion thereof.
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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.
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Complete Sale means the sale of all Registrable Securities that are held by the Holder.
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Related to Complete Sale

  • Completed Transaction means two counter deals of the same size (opening a position and closing a position): buy then sell and vice versa.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

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

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Subject Transaction as defined in Section 6.8(d).

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • 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.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Business Combination Transaction means:

  • 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:

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.

  • Material Transaction means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the Board of Directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company's or such subsidiary's ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

  • Material Disposition means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.

  • 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.

  • Third Party Acquisition has the meaning set forth in Section 4.7(a).