Proposed Sale Transaction definition

Proposed Sale Transaction shall have the meaning ascribed to it in Section 6.01.
Sample 1Sample 2
Proposed Sale Transaction has the meaning set forth in Section 9.07(a).
Sample 1Sample 2
Proposed Sale Transaction. As defined in Section 3.1.
Sample 1

Examples of Proposed Sale Transaction in a sentence

  • Borrower, Agent and Lenders desire to consent to the Proposed Sale Transaction and amend the Loan Agreement, in each case, in the manner, and subject to the terms and conditions, provided below.

  • Accordingly, absent the cash availability arising under the DIP Facility, the Debtors would be unable to finance these Chapter 11 Cases and maintain the going concern value necessary to maximize returns from the Proposed Sale Transaction.

  • During the Acceptance Period, the Purchaser shall have the right to make inquiries of the Company, the Board of Directors, and Safeguard with respect to the Proposed Sale Transaction and the Company, the Board of Directors, and Safeguard shall promptly respond to any and all such inquiries.

  • At the time of consummation of the Proposed Sale Transaction, the Proposed Transferee shall remit directly to each participating Remaining Holder that portion of the sale proceeds to which the participating Remaining Holder is entitled by reason of its participation with respect thereto (less such participating Remaining Holder’s pro rata share (based on its Shares being sold) of any sale proceeds to be escrowed or held back).

  • Such notice shall include the identity of the potential purchaser, the number of Warrants, Warrant Shares or other Capital Stock proposed to be sold, hypothecated, transferred or disposed of, the proposed date of consummation of such Proposed Sale Transaction and the other material terms of such Proposed Sale Transaction, including (if applicable) the price and form of consideration to be paid.

  • For purposes of this Section 2(c), the "fair market value" of the relevant capital stock shall be an amount agreed upon between Gibsxx xxx the Corporation (or, if the Proposed Sale Transaction is with the Shareholders rather than the Corporation, then between Gibsxx xxx the Shareholders holding a majority of the shares of capital stock of the Corporation held by the Shareholders, referred to as the "Majority Shareholders").

  • Subject to Section 18, in the event of a Payment Default (as hereinafter defined), the 90-day period referred to herein shall be 45 days during such time that such Payment Default has not been cured; provided, however, that with respect to a Proposed Sale Transaction of which Vitas receives notice at a time when a Payment Default exists, the 90-day period referred to herein shall be in any event 45 days.

  • At the time of consummation of the Proposed Sale Transaction, the Proposed Transferee shall remit directly to Holder that portion of the sale proceeds to which Holder is entitled by reason of its participation with respect thereto (less Holder’s pro rata share (based on its Shares being sold) of any sale proceeds to be escrowed or held back).

  • If Gibsxx xxxcts not to match the terms of any such Purchase Offer as provided in Section 2 above, or the Election Period expires without Gibsxx xxxing such election, then the Corporation and/or the relevant Shareholders, as the case may be, may consummate the Proposed Sale Transaction with the Proposed Purchaser pursuant to the terms of the Purchase Offer, within a period of 120 days after the expiration of the Election Period.

  • Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen’s board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui’s Right of First Refusal.

Related to Proposed Sale Transaction

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

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

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Proposed Transaction is defined in Section 6.2(a).

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

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

  • 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.

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

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

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

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Business Combination Transaction means:

  • 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 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.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • 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).

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