Event of Sale means: (A) the sale by the stockholders of voting control of the Corporation, (B) the merger, consolidation or reorganization with or into any other corporation, entity or person or any other corporate reorganization, in which (I) the capital stock of the Corporation immediately prior to such merger, consolidation or reorganization represents less than 50% of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such merger, consolidation or reorganization or (II) the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) has a class of securities that is (or has been within 90 days prior to such transaction) tradeable on any public market or exchange or (C) the sale, exclusive license or other disposition of all or substantially all of the assets or intellectual property of the Corporation in a single transaction or series of related transactions. Notwithstanding the foregoing or anything else expressed or implied herein, the transactions contemplated by the Merger Agreement shall not be an “Event of Sale” for purposes of this Certificate.
Event of Sale. For purposes of this Certificate of Designations, an “Event of Sale” shall mean: (A) the sale by the stockholders of voting control of the Corporation, (B) the merger, consolidation or reorganization with or into any other corporation, entity or person or any other corporate reorganization, in which (I) the capital stock of the Corporation immediately prior to such merger, consolidation or reorganization represents less than 50% of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such merger, consolidation or reorganization or (II) the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) has a class of securities that is (or has been within 90 days prior to such transaction) tradeable on any public market or exchange or (C) the sale, exclusive license or other disposition of all or substantially all of the assets or intellectual property of the Corporation in a single transaction or series of related transactions.
Event of Sale means: (A) the sale by the stockholders of voting control of the Corporation, (B) the merger, consolidation or reorganization with or into any other corporation, entity or person or any other corporate reorganization, in which (I) the capital stock of the Corporation immediately prior to such merger, consolidation or reorganization represents less than 50% of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such merger, consolidation or reorganization or (II) the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) has a class of securities that is (or has been within 90 days prior to such transaction) tradeable on any public market or exchange or (C) the sale, exclusive license or other disposition of all or substantially all of the assets or intellectual property of the Corporation in a single transaction or series of related transactions. Notwithstanding the foregoing and for purposes of clarification, the term “Event of Sale” shall not include any transaction involving the Corporation and the Shell Company Successor that is described in clause (iii) of the Shell Company Successor definition set forth below. “Shell Company Successor” means a shell company that (i) has securities registered under the Securities Exchange Act of 1934, as amended, (ii) has nominal operations and nominal assets (prior to any of the transactions described in clause (iii)) and (iii) directly or indirectly through one or more direct or indirect subsidiaries acquires the Corporation and/or all or substantially all of its assets or business (whether pursuant to a stock purchase, an asset purchase, a merger or any other similar transaction), and in consideration for such acquisition issues to the former stockholders of the Corporation shares of capital stock of such shell company.
Examples of Event of Sale in a sentence
Sections 2.5 through 2.12 and the rights and obligations of the parties hereunder shall automatically terminate on the earlier of (i) the consummation of an Event of Sale (as defined in the Certificate) or (ii) the automatic conversion of all of the Preferred Stock of the Corporation pursuant to the terms and conditions of the Certificate upon the listing, or the admitting for trading, of the Common Stock on a national securities exchange.
This Section 4 and the rights and obligations of the parties hereunder shall automatically terminate on the earlier of (i) the consummation of an Event of Sale (as defined in the Certificate) or (ii) the automatic conversion of all of the Preferred Stock of the Corporation pursuant to the Certificate as a result of the listing, or the admitting for trading, of the Common Stock on a national securities exchange.
Any dividends with respect to the Series A-3 Stock shall be payable, at the sole discretion of the Board of Directors, in cash or the issuance of that number of shares of Common Stock equal to the quotient obtained by dividing (x) amount of such accrued and unpaid dividends thereon by (y) the then fair market value of a share of Common Stock, when as and if declared or paid by the Board of Directors and, as accrued, on any Liquidation) or Event of Sale.
Any dividends with respect to the Series A-2 Stock shall be payable, at the sole discretion of the Board of Directors, in cash or the issuance of that number of shares of Common Stock equal to the quotient obtained by dividing (x) the amount of such accrued and unpaid dividends thereon by (y) the then fair market value of a share of Common Stock, when as and if declared or paid by the Board of Directors and, as accrued, on any Liquidation or Event of Sale.
The Corporation’s shares of Series B Stock shall rank, as to dividends and upon Liquidation and Event of Sale, equally with each other and senior and prior to the Corporation’s shares of Series A Stock.
More Definitions of Event of Sale
Event of Sale means (a) the sale by the stockholders of Radius in a single transaction or a series of related transactions, of issued and outstanding shares of capital stock of Radius that represent a majority of the voting power of Radius to one or more third parties that are not Affiliates of such stockholders, provided that this clause (a) shall not be applicable to Radius from and after the earlier of (i) the closing of the initial public offering of Radius and (ii) the date on which any preferred stock or common stock of Radius is otherwise publicly traded or registered under the Securities Exchange Act of 1934, as amended; (b) the merger, consolidation or reorganization with or into any other corporation, entity or Person or any other corporate reorganization, in which the holders of the capital stock of Radius immediately prior to such merger, consolidation or reorganization, together with such holder’s Affiliates, do not hold shares of capital stock of the surviving entity that represent more than 50% of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such merger, consolidation or reorganization; or (c) the sale, exclusive license or other disposition of all or substantially all of the assets or intellectual property of Radius, in a single transaction or series of related transactions, to one or more third parties that are not Affiliates of Radius. For purposes of clarification, Event of Sale shall not include any transaction involving Radius and the Shell Company Successor that is described in clause (iii) of the Shell Company Successor definition.
Event of Sale means the date upon which all rights to purchase shares hereunder have either been fully exercised or have lapsed following the occurrence of any one of the following:
Event of Sale means the consummation of any (i) merger or consolidation of the Corporation into or with another Person, or the merger or consolidation of any Person into or with the Corporation (in which consolidation or merger, the Corporation's shareholders receive distributions of cash or securities as a result of such merger or consolidation in complete exchange tor their shares of the Corporation's capital stock) or (ii) sale of all or substantially all of the Corporation's assets (in which sale of assets, the Corporation's shareholders receive a distribution of the Corporation's legally available assets), in either case, in which the holders of the Class B Preferred Stock would receive (assuming for these purposes the conversion of such shares of Class B Preferred Stock into, and the conversion or exchange of any other of the Corporation's securities then directly or indirectly convertible into or exercisable for, shares of Common Stock) cash or securities or both having an aggregate Common Stock per share value (as determined in good faith by the Corporation's board of directors) of less than the Minimum Per Share Distribution unless, in either case, upon the consummation of such merger, consolidation or sale of assets, the holders of the Corporation's voting securities immediately prior to such transaction continue to own, directly or indirectly, not less than a majority of the voting power of the Person surviving such transaction.
Event of Sale means (a) the sale by the stockholders of Radius in a single transaction or a series of related transactions, of issued and outstanding shares of capital stock of Radius that represent a majority of the voting power of Radius to one or more third parties that are not Affiliates of such stockholders, provided that this clause (a) shall not be applicable to Radius from and after the earlier of (i) the closing of the initial public offering of Radius and (ii)
Event of Sale means (a) the sale by the stockholders of Radius in a single transaction or a series of related transactions, of issued and outstanding shares of capital stock of Radius that represent a majority of the voting power of Radius to one or more third parties that are not Affiliates of such stockholders, provided that this clause (a) shall not be applicable to Radius from and after the earlier of (i) the closing of the initial public offering of Radius and (ii) * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. the date on which any preferred stock or common stock of Radius is otherwise publicly traded or registered under the Securities Exchange Act of 1934, as amended; (b) the merger, consolidation or reorganization with or into any other corporation, entity or Person or any other corporate reorganization, in which the holders of the capital stock of Radius immediately prior to such merger, consolidation or reorganization, together with such holder’s Affiliates, do not hold shares of capital stock of the surviving entity that represent more than 50% of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such merger, consolidation or reorganization; or (c) the sale, exclusive license or other disposition of all or substantially all of the assets or intellectual property of Radius, in a single transaction or series of related transactions, to one or more third parties that are not Affiliates of Radius. For purposes of clarification, Event of Sale shall not include any transaction involving Radius and the Shell Company Successor that is described in clause (iii) of the Shell Company Successor definition.
Event of Sale means (A) the merger or consolidation of the Corporation into or with another corporation, partnership, joint venture, trust or other entity, or the merger or consolidation of any corporation into or with the Corporation (in which consolidation or merger the stockholders of the Corporation receive distributions of cash or securities as a result of such consolidation or merger in complete exchange for their shares of capital stock of the Corporation), or (B) the sale or other disposition of all or substantially all the assets of the Corporation, unless, upon consummation of such merger, consolidation or sale of assets, the holders of voting securities of the Corporation immediately prior to such transaction continue to own directly or indirectly not less than a majority of the voting power of the surviving corporation.
Event of Sale means a sale, merger, or other business combination of all or substantially all of the POS Division or Combined Division, except to or with an entity with respect to which WavePhore controls directly or indirectly 80% or more of the equity or voting interest.