Investor Sale definition

Investor Sale means of sale of Shares by a Claire’s Investor in connection with or following a Qualified Public Offering.
Sample 1Sample 2Sample 3
Investor Sale means (i) a Transfer that, when added to all prior Transfers, results in the Institutional Holders and their Permitted Transferees ceasing to hold or control at least 20% of the voting power represented by all the capital stock of the Company held by them collectively as of the Original Grant Date, or (ii) the sale of substantially all the assets of the Company (other than (a) a transfer of financial assets made in the ordinary course of business for the purpose of securitization or (b) pursuant to any recapitalization, reorganization or any similar transaction pursuant to which control of the Company is substantially unaffected).
Sample 1Sample 2Sample 3
Investor Sale means (i) a Transfer that, when added to all prior Transfers, results in the Institutional Holders and their Permitted Transferees ceasing to hold or control at least 20% of the voting power represented by all the capital stock of the Company held by them collectively as of the Original Grant Date, or (ii) the sale of substantially all the assets of the Company (other than (a) a transfer of financial assets made in the ordinary course of business for the purpose of securitization or (b) pursuant to any recapitalization, reorganization or any similar transaction pursuant to which control of the Company is substantially unaffected). (h) “Permitted Transferee” means, with respect to a holder of shares of capital stock of the Company (a “Holder” and collectively, the “Holders”): i. an Affiliate of the Holder; ii. any Person to whom the Holder may transfer its shares of capital stock to hold such shares of capital stock as such Holder’s nominee; iii. in the case of an Institutional Holder, any Person who receives securities in a liquidating distribution by such fund or holder to its members, partners or shareholders;
Sample 1

Examples of Investor Sale in a sentence

  • Where the seller is a trustee, the Investor Sale Form must be completed in the name of the trustee and signed by the trustee without reference to the trust.

  • The Investor may request the Issuer to buy back their Units on a Buy-Back Date by giving an Investor Sale Form to the Issuer ("Issuer Buy-Back").

  • For purposes of this letter, (x) “Investor Sale” means of sale of Shares by an Apollo Investor in connection with or following a Qualified Public Offering, and (y) “Investor Percentage” means the percentage derived by dividing (i) the number of Shares held by all Apollo Investors immediately following the applicable Investor Sale, by (ii) the number of Shares held by all Apollo Investors as of the date hereof (subject to adjustment for stock splits etc.).

  • The Option shall vest upon the earlier of a Change in Control or any Investor Sale immediately following which the Investor Percentage falls below 50%, provided that you remain employed through the date of such transaction.

  • The Investor may request the Issuer to buy back their Units on a Weekly Pricing Date by giving an Investor Sale Form to the Issuer ("Issuer Buy-Back").

  • Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Securities of the same type and in the same proportion as the Xxxx Securities proposed to be transferred by the Transferring Securityholder pursuant to the Xxxx Investor Sale Notice.

  • If the Investor Sale is not consummated pursuant to the terms of the immediately preceding sentence, the Investor will not effect Transfer of any of the Offered Shares without commencing de novo the procedures set forth in this Section 4.01.

  • The Series B Sale Notice shall be given at least 10 Business Days prior to the consummation of the related Investor Sale.

  • The Selling Investors shall not include such shares in such Investor Sale if, within 5 Business Days of the delivery of the Series B Sale Notice, the Corporation delivers a written notice to the Selling Investors to the effect that it will effect a Corporation Repurchase with respect to such shares following the completion of such Investor Sale.

  • The price paid by the Corporation in any Corporation Repurchase shall equal the Investor Sale Price per Conversion Share represented by the securities purchased in such Corporation Repurchase.


More Definitions of Investor Sale

Investor Sale means the sale of shares of the Company’s Common Stock, par value $.001 per share (the “Common Stock”), at closings for which (A) such sale results in aggregate gross proceeds to the Company of at least Four Million Dollars ($4,000,000) and (B) the Common Stock is sold at $.20 per share.”
Sample 1
Investor Sale means the closing of the sale of shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share, on substantially the terms set forth in the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock, in the form attached hereto as Exhibit A (the “Series A Certificate of Designation”), so long as (A) such sale results in aggregate gross cash proceeds to the Company of at least Four Million Dollars ($4,000,000) and (B) each share of Series A Convertible Preferred Stock is initially convertible into 1,000 shares of the Company’s Common Stock, par value $0.001 per share.”
Sample 1
Investor Sale means a sale of all or substantially all of the shares of Common Stock then owned by Carousel Capital Partners, L.P., Kelso Investment Associates V, L.P. and Kelso Equity Partners V, L.P.
Sample 1
Investor Sale means of sale of Shares by an Apollo Investor in connection with or following a Qualified Public Offering, and (y) “Investor Percentage” means the percentage derived by dividing (i) the number of Shares held by all Apollo Investors immediately following the applicable Investor Sale, by (ii) the number of Shares held by all Apollo Investors as of the date hereof (subject to adjustment for stock splits etc.).
Sample 1
Investor Sale means the sale of shares of the Company’s Series A Preferred Stock, par value $.001 per share (the “Series A Preferred Stock”), on substantially the terms set forth in the Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of Zoo Entertainment, Inc., attached hereto as Exhibit B, at closings for which (A) such sale results in aggregate gross proceeds to the Company of at least Four Million Dollars ($4,000,000), (B) the Series A Preferred Stock is sold at $10.00 per share, and (C) each share of Series A Preferred Stock is initially convertible into 50 shares of the Company’s Common Stock, par value $0.001 per share.
Sample 1

Related to Investor Sale

  • Investor Securities is defined in Section 2.1.

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • Approved Sale has the meaning set forth in 2.1(d).

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • Investor Group means the Sponsor and its affiliates, successors and assigns.

  • Anchor Investor Portion means up to 60% of the QIB Portion which may be allocated by our Company, in consultation with the Managers, to the Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations;

  • Investor shall have the meaning specified in the preamble to this Agreement.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • CD&R Investors means, collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Investors means the Initial Investors and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof.

  • Investor Majority means [the holders of at least [ ] per cent of Series A Shares from time to time] [Note: amend as appropriate];

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Stockholder Shares means the shares of common stock of the Company issued or issuable to the Stockholder in accordance with the terms and conditions of the Reorganization Agreement, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

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

  • Majority Investors means, as of any date, the holders of a majority of the Investor Shares outstanding on such date.

  • Majority Stockholder means any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the U.S. Tax Code) of Common Stock if such person claimed a Worthless Stock Deduction at any time on or after the Petition Date.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Exempt Transfer means, in relation to shares held by a member: