Parent Sale definition

Parent Sale means the occurrence of any of the following events: (a) any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto is or becomes the beneficial owner, directly or indirectly, of securities of Parent representing more than 50% of the combined voting power of Parent’s then outstanding voting securities, (b) there is consummated a merger or consolidation of Parent with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the Parent Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (y) the voting securities of Parent immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (c) the shareholders of Parent approve a plan of complete liquidation or dissolution of Parent or there is consummated an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by Parent of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, other than such sale or other disposition by Parent of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to an entity at least 50% of the combined voting power of the voting securities of which are owned by shareholders of Parent in substantially the same proportions as their ownership of Parent immediately prior to such sale.
Sample 1Sample 2
Parent Sale means (i) a merger or other combination by and between such Member’s Parent and any Person that is not an Affiliate of a Member’s Parent or (ii) the sale of all or substantially all of the assets or equity of a Member’s Parent to any Person that is not an Affiliate of such Member’s Parent.
Sample 1Sample 2
Parent Sale means a transfer, sale or other disposition of, or the execution and delivery by Xx. Xxxxxx of a binding agreement to transfer, sell or otherwise dispose of, directly or indirectly, all of the Issuable Shares owned by the Other Stockholders to a Person other than the Parent, the Company or any Affiliate or Subsidiary. PERMITTED ISSUABLE SHARES AMOUNT -- means that number of Issuable Shares (appropriately adjusted for any reclassification (by combination, subdivision or otherwise) or dividend payable in Parent Common Stock or Rights) equal to 25% of the Issuable Shares beneficially owned by the Initial Stockholders, taken as a group, on the Closing Date (as indicated in Annex 2 hereto). PERSON -- means an individual, partnership, corporation, limited liability company, trust, unincorporated organization, or a government or agency or political subdivision thereof. POTENTIAL MATERIAL EVENT -- means and includes the following:
Sample 1

Examples of Parent Sale in a sentence

  • Furthermore, the Company intends to enter into a Sale and Contribution Agreement (the "Parent Sale Agreement"), dated on or about the date hereof, between the Company and WhiteHorse Finance, Inc.

  • Upon any Parent Sale Transaction, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, and shall assume all of the obligations of Parent under this Agreement with the same effect as if the Surviving Person had been named as Parent herein.

  • The Company entered into a Sale and Contribution Agreement (the "Parent Sale Agreement"), dated as of December 23, 2015, between the Company and WhiteHorse Finance, Inc.

  • Immediately prior to and subject to the consummation of a Parent Sale Event, all outstanding Options issued hereunder shall automatically convert into the right to purchase Preferred Shares of Parent (“ Parent Options”) for the same number of shares with the same exercise price per share, with an equitable or proportionate adjustment as to the number of shares and, if appropriate, the per share exercise prices, in accordance with Treasury Regulation Section 1.424-1.

  • Immediately prior to and subject to the consummation of a Parent Sale Event, all Shares acquired upon exercise of a Stock Option, all Shares of Restricted Stock (whether or not vested) and all Shares of Unrestricted Stock issued hereunder shall automatically convert into Preferred Shares (collectively, the “ Conversion Shares”), with an equitable or proportionate adjustment as to such number of shares and, if applicable, the original per share purchase price paid by the Holder for such Shares.

  • The Company has entered into a Sale and Contribution Agreement (the "Parent Sale Agreement"), dated as of December 23, 2015, between the Company and WhiteHorse Finance, Inc.

  • Immediately prior to and subject to the consummation of a Parent Sale Event, all unvested Restricted Stock Unit Awards (other than those becoming vested as a result of the Parent Sale Event) issued hereunder shall automatically convert into phantom stock units that shall be settled in Preferred Shares (“ Parent RSUs”), with an equitable or proportionate adjustment as to the number of shares subject to such Awards.

  • Notwithstanding anything to the contrary in Section 3(d)(iii)(A), in the event of a Parent Sale Event, Parent shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of Parent RSUs, without consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the Parent Sale Price times the number of Preferred Shares subject to such Awards, to be paid at the time of such Parent Sale Event or upon the later vesting of such Awards.

  • Notwithstanding anything to the contrary in Section 3(d)(ii)(A), in the event of a Parent Sale Event, Parent shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of unvested Conversion Shares, without consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number of Conversion Shares subject to such Awards, to be paid at the time of such Parent Sale Event or upon the later vesting of such Awards.

  • Mezzanine Investors who exchange their Securities for Equity Interests in BH/RE or the Sole Member shall be entitled to participate in such Parent Sale in accordance with the other terms of this Section 3.2 as if such terms were applicable to such Parent Sale, and BH/RE and the Sole Member agree to cooperate with the Mezzanine Investors, in good faith, to achieve this result.


More Definitions of Parent Sale

Parent Sale means, other than the Contemplated Transactions, the conversion of the Parent Preferred Stock Payment Shares, or any other transaction contemplated by this Agreement, (a) any transaction or series of related transactions that results in any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring equity securities that represent more than 50% of the total voting power of Parent, or (b) a sale or disposition of all or substantially all of the assets of Parent and its Subsidiaries on a consolidated basis, in each case that results in Parent Common Stock being converted into cash or other consideration (including equity securities of another Person) (other than a transaction where Parent Common Stock is converted into equity securities of a Person who has substantially similar ownership to Parent immediately prior to such transaction).
Sample 1
Parent Sale means (i) the consolidation, merger, recapitalization or similar business combination of the Parent or any other transaction or series of transactions, including any tender offer or exchange offer, whereby any "person" or related "group" of "persons" (as such terms are used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than any of the Parent Stockholders or any of their respective Related Persons or any of the Parent's wholly-owned subsidiaries), 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 issued and outstanding Class A Shares and the Class B Shares, or of securities of the Parent possessing more than fifty percent (50%) of the total combined voting power of the Parent's securities outstanding, (ii) the voluntary or involuntary sale, assignment, transfer, conveyance or other disposition by the Parent, directly or indirectly, in one or a series of related transactions, of all or substantially all of the assets of the Parent to any "person" (as defined above) (other than any of the Parent Stockholders or any of their respective Related Persons or any of the Parent's wholly-owned subsidiaries), (iii) any transaction or series of related transactions that constitute a going private "Rule 13e-3 transaction" (within the meaning of Rule 13e-3 under the Exchange Act) by one or more members of the Xxxxxxxxx Group as a result of which the Xxxxxxxxx Group or any Related Person of the Xxxxxxxxx Group has beneficial ownership of all or substantially all of the outstanding equity securities of the Parent and the Parent is no longer a reporting company under the Exchange Act or (iv) any public tender offer or exchange offer pursuant to Rule 13e-4 under the Exchange Act by the Xxxxxxxxx Group or any member or Related Person thereof pursuant to which the Xxxxxxxxx Group acquires all or substantially all of the outstanding equity securities of the Parent. (x)
Sample 1

Related to Parent Sale

  • 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.

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • REO Acquisition The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14.

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Merger has the meaning set forth in the Recitals.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Base Merger Consideration has the meaning set forth in Section 3.1(a).

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • 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.