Minority Sale definition

Minority Sale shall have the meaning set fourth in Section 1(a).
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Minority Sale shall have the meaning set forth in ‎Section 3.04(a).
Sample 1Sample 2
Minority Sale shall have the meaning ascribed to it in Section 6.3(e)(a).
Sample 1

Examples of Minority Sale in a sentence

  • In connection therewith, the Minority Sale Principles shall apply and the Greystone Member agrees to work in good faith with the C&W Member and use commercially reasonable efforts to cooperate with the C&W Member to facilitate such Transfer and make any amendments necessary to this Agreement (and work in good faith to enter into an Investor Rights Agreement under terms consistent with the Minority Sale Principles).

  • If, whether in connection with the consummation of a Restructuring or otherwise, the Company consummates any Sale Transaction not covered by clause (C) above, the Company shall pay Lazard a Minority Sale Transaction Fee to be mutually agreed upon in good faith by the Company and Lazard in light of the results achieved for the Company’s stakeholders, the magnitude and complexity of the Minority Sale Transaction and the fees customarily paid to investment bankers of similar standing for similar transactions.

  • The Guarantor acknowledges that this Guaranty is a material agreement between an Affiliate of the Purchaser and the Sellers and required to be in full force and effect as of (i) the Interim Transfer Date as a condition to the consummation of the Minority Sale pursuant to Section 7.01(a)(iv)(ii) of the SPA and (ii) the Closing Date as a condition to the consummation of the Majority Sale pursuant to Section 7.02(a)(iv)(ii) of the SPA.

  • Section 7.01(a)(iv) of the SPA contemplates that this Release will be in full force and effect as of the Interim Transfer Date as a condition to the consummation of the Minority Sale and Section 7.02(a)(iv) of the SPA contemplates that this Release will be in full force and effect as of the Closing Date as a condition to the consummation of the Majority Sale.

  • The sale and purchase of the Sale Interest and the Minority Sale Interest shall complete simultaneously.

  • The C&W Member acknowledges and agrees to work in good faith with the Greystone Member and use commercially reasonable efforts to cooperate with the Greystone Member to facilitate such Permitted Minority Sale and amendments and Investor Rights Agreement.

  • One-half of any Minority Sale Transaction Fee paid shall be credited (without duplication) against any Restructuring Fee or Sale Transaction Fee subsequently payable.

  • The obligation of each of the Parties to consummate the Minority Sale shall be subject to the fulfillment or waiver in accordance with this Section, at or prior to the Interim Transfer Date, of each of the conditions set out below.

  • Deionized (DI) water used in all the studies was puri¯ed by a Milli-Q water puri¯cation system.

  • Notwithstanding anything to the contrary contained herein, in the event of a Minority Sale, there will not be accelerated vesting of unvested Class A Units except to the extent that the number of vested Issued Units is less than number of Eligible Co-Sale Units, an additional number of Issued Units shall vest such that all Eligible Co-Sale Units are Vested Units (“Additional Vested Units”).


More Definitions of Minority Sale

Minority Sale has the meaning set forth in Section 1.1(b)(iii).
Sample 1

Related to Minority Sale

  • 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).

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

  • Qualified Sale means a sale made by a qualified person through a charitable auction.

  • Block Sale means the sale of Registrable Securities to one or several purchasers in a registered transaction by means of (i) a bought deal, (ii) a block trade or (iii) a direct sale.

  • 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.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • 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.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Asset Transfer means a sale, lease or other disposition of all or substantially all of the assets of the Company.

  • Stock Sale means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.

  • Subject Transaction as defined in Section 6.8(d).

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

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

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

  • Qualified Financing is a transaction or series of transactions pursuant to which the Company issues and sells shares of its capital stock for aggregate gross proceeds of at least $5,000,000 (excluding all proceeds from the incurrence of indebtedness that is converted into such capital stock, or otherwise cancelled in consideration for the issuance of such capital stock) with the principal purpose of raising capital.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Qualified Transaction means a qualified

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Asset Sale means any direct or indirect sale, issuance, conveyance, assignment, transfer, lease (other than operating leases entered into in the ordinary course of business) or other disposition (including pursuant to any Sale and Lease-Back Transaction), other than to the Company or any of its Restricted Subsidiaries, in any single transaction or series of related transactions of:

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • Post-Transaction Period means, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.

  • Specified Sales means (a) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (b) the sale, transfer or other disposition of Permitted Investments described in clause (i) of the definition thereof.