Major Sale definition

Major Sale means an agreement entered into during the Term by one or more Existing Stockholders to sell shares of his/her/its Common Stock to an Independent Third Party or group of Independent Third Parties, which shares of Common Stock represent, in the aggregate, at the time of such agreement, fifty percent (50%) or more of the aggregate number of shares of Common Stock owned among all of the Existing Stockholders.
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Major Sale means any one of the following: (i) a change in the ownership or control of the Company effected through a transaction or series of transactions (including by way of merger, consolidation, business combination or similar transaction involving the Company or any of its Subsidiaries) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries, or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of more than fifty percent (50%) of the Stock then outstanding, or of Shares possessing more than fifty percent (50%) of the total combined voting power of the Stock outstanding, in either case immediately after such transaction or series of transactions; or (ii) the sale, lease, transfer, conveyance or other disposition (other than by way of a transaction that would not be deemed a Major Sale pursuant to clause (i) above), in one or a series of related transactions, of all or substantially all of the assets of the Company, or the Company and its Subsidiaries taken as a whole, to any “person” (as defined above).
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Major Sale means a transaction (which does not amount to a Change in Control) which occurs on or after 1 January 2023 under which 25% or more of the Company is sold by its existing shareholders to a third party unaffiliated with the Group or any of the existing shareholders;
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Examples of Major Sale in a sentence

  • If the Major Sale or the Approved Sale is structured as a sale of stock, each New Stockholder will sell all (or, with regard to a Major Sale, any portion or all) of his New Stockholder Shares on the terms and conditions approved by the Existing Stockholders.

  • Regardless of the structure of the Approved Sale or the Major Sale, Ruderman agrees to execute such merger or acquisition agreement and othxx xxxxxents as are executed by the Existing Stockholders.

  • Each New Stockholder agrees that he will vote for, consent to and raise no objections to, bring a claim against or contest such Major Sale or Approved Sale.

  • Ruderman agrees that he will vote for, consent to and raise no objectioxx xx, xring a claim against or contest such Major Sale or Approved Sale.

  • Further, each New Stockholder agrees to take such other commercially reasonable actions in connection with the consummation of the Approved Sale or the Major Sale as are reasonably requested by the Existing Stockholders.

  • For the avoidance of doubt, a Major Sale includes the Triggering Transaction in respect of which the Buy-Back Option is being exercised by such Seller.

  • No later than ten (10) business days prior to effecting a Major Sale, the Purchaser shall deliver to each Seller who has exercised its Buy-Back Option (in whole or in part, as aforesaid), a written notice detailing the then-known particulars of the Major Sale, and thereafter shall promptly notify such Seller of any update of such particulars.

  • Further, Ruderman agrees to take such other commercially reasonable actions is cxxxxxxxxn with the consummation of the Approved Sale or the Major Sale as are reasonably requested by the Existing Stockholders.

  • A Major Sale shall be a transaction entered into by the Purchaser for the sale of more than fifty percent (50%) of the shares in the Company then held by the Purchaser, at a price-per-share equal to $5.00 (five dollars) or more.

  • If the Major Sale or the Approved Sale is structured as a sale of stock, Ruderman will sell all (or, with regard to a Major Sale, any portion or xxx) xx his Ruderman Shares on the terms and conditions approved by the Existing Stxxxxxxxxrs.


More Definitions of Major Sale

Major Sale means a sale of the assets of the Corporation representing all or substantially all of the Humongous business of the Corporation.
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Related to Major Sale

  • Major Bridge means a bridge having a total length of more than 60 (sixty) meters between the inner faces of the dirt walls as specified in IRC:5;

  • Major Event means an event which is likely to pose a serious risk to public health in relation to medicinal products in more than one Member States. Such an event concerns a deadly threat or otherwise serious threat to health of biological, chemical, environmental or other origin or incident that can affect the supply or quality, safety, and efficacy of medicinal products. Such an event may lead to shortages of medicinal products in more than one Member State and necessitates urgent coordination at Union level in order to ensure a high level of human health protection.

  • For Sale or "For Rent" signs on the Leased Premises. Lessor and Lessor's representatives shall at all times while upon or about the Leased Premises observe and comply with Lessee's reasonable health and safety rules, regulations, policies and procedures. Lessor agrees to indemnify and hold Lessee, its successors, assigns, agents and employees from and against any liability, claims, demands, cause of action, suits and other litigation or judgements of every kind and character, including injury to or death of any person or persons, or trespass to, or damage to, or loss or destruction of, any property, whether real or personal, to the extent resulting from the negligence or willful misconduct or Lessor or Lessor's representatives while upon or about the Leased Premises.

  • Major Holder means with respect to any registration the Holder that, together with its Affiliates, includes the largest number of Registrable Securities in such registration.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Major project means a project comprising of a series of works, activities or services which is intended, in itself, to accomplish a definite and indivisible task of a precise economic or technical nature, which has clearly identified goals and whose total cost exceeds that which is specified in the Framework Agreement;

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

  • Subsequent Sale means the sale of additional Securitization Property by the Seller to the Issuer after the Initial Transfer Date, subject to the satisfaction of the conditions specified in the Sale Agreement and the Indenture.

  • Major Subsidiary means any Subsidiary (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under, or has its principal place of business in, the United States or any political subdivision thereof, Canada or any political subdivision thereof, any country which is a member of the European Union on the date hereof (other than Greece, Portugal or Spain) or any political subdivision thereof, or Switzerland, Norway or Australia or any of their respective political subdivisions, and (c) which has at any time total assets (after intercompany eliminations) exceeding $1,000,000,000.

  • Major Lease shall have the meaning assigned to such term in the Mortgage Loan Agreement.

  • Delivery sale means any sale of a vapor product to a

  • Company Sale means a transaction with a third Person that is not an Affiliate of the Company or group of third Persons that, acting in concert, do not collectively constitute Affiliates of the Company, pursuant to which such Person or Persons acquire, in any single transaction or series of related transactions, (i) all of the outstanding Equity Securities of the Company, (ii) all or substantially all of the assets of the Company and its Subsidiaries or (iii) Equity Securities of the Company authorized and issued following the Effective Date and possessing the power to elect or appoint a majority of the Board of Managers (or any similar governing body of any surviving or resulting Person).

  • Major Investor means any Investor that, individually or together with such Investor’s Affiliates, holds at least 1,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).

  • Second Closing Date means the date of the Second Closing.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Non-Firm Sale means an energy sale for which receipt or delivery may be interrupted for any reason or no reason, without liability on the part of either the buyer or seller.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Disposition Notice is defined in Section 5.2(a).

  • 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).

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.