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 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.

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.

Examples of Corporate Sale in a sentence

During the five years preceding the date of this Agreement, the only Corporate Sale was the sale of all of the capital stock of Ande▇▇▇▇'▇ ▇▇▇mal Wear, Inc.
To the best of their knowledge, information and belief, the Company has not received any offer, nor is it involved in any active discussions regarding a "Corporate Sale" (as that term is defined in 1.05(f) of the Merger Agreement).
The rights granted under this Section 2 shall terminate immediately prior to the first to occur of (i) sale of stock of IMMERSION pursuant to a Qualified IPO or (ii) the closing of a Corporate Sale.
If the Corporation or its shareholders fail to consummate the Corporate Sale within such time, then to the extent this Option was not exercised as provided herein or contingent upon the sale consummation of the Corporate Sale, such Option shall remain in effect subject to Sections 1 and 2.a. herein and this Section 2.b. in the event of further Corporate Sales.
In the event that IMMERSION receives a bona fide offer to acquire the Corporation's assets or voting securities in a transaction constituting a Corporate Sale, then IMMERSION shall provide the Primary Purchaser with written notice within 4 business days (the "Notice") of such proposal with a reasonably detailed description of the proposed terms thereof, including without limitation the aggregate price or value of the Corporate Sale and the proposed form of such Corporate Sale.
The rights granted under this Section 5 shall terminate immediately prior to the first to occur of (i) a sale of stock of IMMERSION pursuant to a Qualified IPO or (ii) the closing of a Corporate Sale.
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.
For the purposes hereof a Corporate Sale of a Party, regardless of its form, shall constitute an assignment of this Agreement.
All Contracts issued under the Separate Accounts listed in Schedule A except for the front end load , UTP and NEA products.
In case of a Sublicense or Corporate Sale to a pharmaceutical or biopharmaceutical company, the Parties will adjust in good faith the above Net Sales calculation and reporting requirements to the practice of the pharmaceutical or biopharmaceutical company, except Ionis will require a preliminary, non-binding report following each [***] estimating the total projected Net Sales of Products and the royalties payable to Ionis for such [***].

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.

Corporate Sale means either:

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.

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.