Corporate Sale definition

Corporate Sale means any merger, consolidation, reorganization or other similar transaction of the Corporation into or with any other corporation or entity (other than with and into a corporation or other entity, 100% of the outstanding capital stock or other equity interests of which are held by the Corporation), or a sale, conveyance, mortgage, transfer, license, pledge, lease or other disposition of all or substantially all of the assets of the Corporation, or any other transaction in which the holders of the outstanding voting securities of the Corporation immediately prior to such transaction hold less than 50% of the voting securities of the surviving entity immediately following such transaction.
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Corporate Sale. . A "Corporate Sale" means the occurrence of one of the following events: (i) a consolidation or merger of IMMERSION with or into any other corporation or corporations (other than a wholly-owned subsidiary) in which the shareholders of IMMERSION immediately prior to such transaction hold fifty percent (50%) or less of the total voting power for the election of directors of the acquiring or surviving entity immediately following the transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the assets of IMMERSION or (iii) the consummation of any transaction or series of related transactions which results in IMMERSION's shareholders immediately prior to such transaction holding fifty percent (50%) or less of the voting power of the acquiring or surviving entity immediately following the transaction.
Sample 1
Corporate Sale means (A) a sale of all or substantially all of the assets of Dynacure to a Third Party, (B) a merger or consolidation with a Third Party, in which Dynacure is not the surviving corporation and in which beneficial ownership of securities of Dynacure representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors has changed, (C) a reverse merger with a Third Party in which Dynacure is the surviving corporation but the shares of common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (D) an acquisition by any person, entity or group of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934, as amended, or comparable successor rule) of securities of Dynacure representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors; provided, that, a Corporate Sale shall exclude any corporate reorganization solely intended to change the domicile of Dynacure and any transaction constituting a sale and issuance of Dynacure Securities to unaffiliated investors for purposes of generating working capital or financing for Dynacure.
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Examples of Corporate Sale in a sentence

  • Any securities to be delivered to the holders of the Preferred Stock and Common Stock upon a Corporate Sale or any merger or reorganization of the Corporation shall be valued as determined in good faith by the Board of Directors of the Corporation.

  • Within twenty (20) days after Optionee's receipt of the Corporate Sale Notice (the "Corporate Sale Exercise Date"), Optionee must notify the Corporation in accordance with Section 4 below if Optionee intends to exercise this Option, which notice may state that such exercise shall be effective contingent upon and immediately prior to the consummation of the Corporate Sale.

  • During the period of time between the Corporate Sale Exercise Date and the Corporate Sale Closing Date, Optionee shall be prohibited from further exercising this Option.

  • Thereafter, so long as the Corporation or its shareholders consummate the Corporate Sale within one hundred eighty (180) days after furnishing the Corporate Sale Notice to Optionee (the "Corporate Sale Closing Date"), Optionee shall have no further rights hereunder and this Option shall be terminated.

  • The Price Per Common Share shall be calculated by dividing the Corporate Sale Proceeds by the number of shares of Common Stock on an As-Converted Basis.

  • Corporate Sale of Wind and Solar Assets: During the first quarter of 2023, the company completed the sale of its wind and solar assets for gross proceeds of $730 million, before closing adjustments and other closing costs, resulting in an after-tax gain on sale of approximately $260 million ($302 million before tax).

  • In addition, if the Corporate Sale occurs before [***] in a specific Indication, then the milestone payments set forth in Table I payable after such Corporate Sale for such Indication will be multiplied by a factor [***] only.

  • Payment for Options exercised in connection with the Material Events Notices (the 'Material Events Options") shall be delivered to the Corporation no later than five (5) days following receipt from the Corporation of notice informing Optionee of the consummation date of the IPO or Corporate Sale, as applicable.

  • For purposes of this Section 5 and with respect to the Series C and Series D Preferred Stock, a Corporate Sale shall be deemed a liquidation, dissolution or winding up.

  • The Put Option shall terminate early and be of no further force and effect upon the first to occur of (a) the existence of a public market, as defined below, for the class of shares acquired hereunder, (b) except with respect to 500,000 shares of Merger Stock, the sale, exchange, transfer, pledge or other disposition by Cybernet of any of the shares acquired by Cybernet hereunder or (c) a Corporate Sale (as defined below).


More Definitions of Corporate Sale

Corporate Sale means (i) any acquisition of a Party by another entity by means of merger or consolidation resulting in the exchange of the outstanding shares of such Party for securities or consideration issued, or caused to be issued, by the acquiring corporation or any of its subsidiaries that results in the Party's stockholders immediately prior to such merger or consolidation not holding at least 50% of the voting stock of the surviving corporation immediately after such merger or consolidation, or (ii) any other transaction or series of related transactions that will result in such Party's stockholders immediately prior to such transaction, or series of related transactions, not holding at least 50% of the voting stock of such Party immediately after such transaction or series of transaction (other than a transaction or series of transactions involving the original issue of shares of capital stock by such Party for cash or cancellation of indebtedness), or (iii) a sale or other transfer of all or substantially all of the assets of the Party; for purposes of clause (iii) above, both the quantum of assets involved in a sale or other transfer and the effect of such transfer upon the nature of the business of the Party shall be taken into account in determining whether such transfer involves all or substantially all of such Party's assets.
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Corporate Sale means the occurrence of one of the following events: (i) a consolidation or merger of Immersion with or into any other corporation or corporations (other than a wholly-owned subsidiary) in which the shareholders of Immersion immediately prior to such transaction hold fifty percent (50%) or less of the total voting power for the election of directors of the acquiring or surviving entity immediately following the transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the assets of Immersion or (iii) the consummation of any transaction or series of related transactions which results in Immersion's 22 shareholders immediately prior to such transaction holding fifty percent (50%) or less of the voting power of the acquiring or surviving entity immediately following the transaction.
Sample 1
Corporate Sale means either:
Sample 1
Corporate Sale. (i) a consolidation or merger of IMMERSION with or into any other corporation or corporations (other than a wholly-owned subsidiary) in which the shareholders of IMMERSION immediately prior to such transaction hold fifty percent (50%) or less of the total voting power for the election of directors of the acquiring or surviving entity immediately following the transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the assets of IMMERSION or (iii) the consummation of any transaction or series of related transactions which results in IMMERSION's shareholders immediately prior to such transaction holding fifty percent (50%) or less of the voting power of the acquiring or surviving entity immediately following the transaction.
Sample 1

Related to Corporate Sale

  • corporate person means a company as defined in clause (20) of section 2 of the Companies Act, 2013 (18 of 2013), a limited liability partnership, as defined in clause (n) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), or any other person incorporated with limited liability under any law for the time being in force but shall not include any financial service provider;

  • Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

  • Corporate Headquarters means the location that is the primary center of direction, control and coordination for the company.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Corporate Secretary means the corporate secretary of the Corporation;

  • Corporate Officer means, with respect to the Recipient, its president; any vice president in charge of a principal business unit, division, or function (such as sales, administration or finance); any other officer who performs a policy-making function; or any other person who performs similar policy making functions for the Recipient. Executive officers of subsidiaries or parents of the Recipient may be deemed Corporate Officers of the Recipient if they perform such policy-making functions for the Recipient.

  • Sale of the Corporation means (i) the sale of all or substantially all of the Corporation's assets to a Person who is not an Affiliate of the Corporation, (ii) the sale or transfer of the outstanding capital stock of the Corporation to one or more Persons who are not Affiliates of the Corporation, or (iii) the merger or consolidation of the Corporation with or into another Person who is not an Affiliate of the Corporation, in each case in clauses (ii) and (iii) above under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Corporation, immediately prior to such transaction, own less than a majority in voting power of the outstanding capital stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Corporation (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Corporation shall be deemed a Sale of the Corporation.

  • Corporate Change means the occurrence of any one or more of the following events:

  • Head means the person appointed by the Governors of the School to be responsible for (or to share in the responsibility for) the day-to-day running of the School, including anyone to whom such duties have been delegated;

  • President means the President of the Corporation.

  • Corporate Event shall have the meaning specified in Section 14.01(b)(iii).

  • Principal Officer means an employee of the portfolio manager who has been designated as such by the portfolio manager and is responsible for: -

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Designated Financial Officer means, with respect to any Borrower, its chief financial officer, director of treasury services, treasurer, assistant treasurer, or any position similar to any of the foregoing.

  • Corporate Entity means a bank, corporation, partnership, limited liability company, association, joint venture or other organization, whether an incorporated or unincorporated organization.

  • Headquarters means the office address at which a state agent has his/her primary work assignment.

  • Board Change means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • near relative in relation to a seaman means the wife or parent or a grandparent, child, grandchild, brother or sister of the seaman or the guardian or the person having the custody of a child of the seaman;