Qualified Sale of the Company means a sale or transfer of all or ----------------------------- substantially all of the outstanding stock or assets of the Company and its subsidiaries, including by way of merger or consolidation, where more than 50% of the consideration for such stock or assets in such sale or transfer consists of cash and/or publicly traded securities."
Qualified Sale of the Company means a Sale of the Company which provides for minimum consideration payable with respect to each share of Common Stock (on a fully diluted basis) of at least $0.3243 in cash or in market value of “Liquid Stock” (such price subject to adjustment in the same manner that the Conversion Price is subject to adjustment under this Section 5).
Qualified Sale of the Company means either (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or (ii) a transaction or series of transactions (including by way of merger, consolidation, or sale of stock, but not including a Public Offering) the result of which is that the holders of the Company's outstanding voting stock immediately prior to such transaction are after giving effect to such transaction no longer, in the aggregate, the "beneficial owners" (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding voting stock of the Company, in each case where the consideration for such assets or stock in such sale or transfer consists of cash and/or publicly traded equity securities for at least 50% of the outstanding stock of the Company (e.g., 100% of such consideration would have to consist of cash and/or publicly traded equity securities if only 50.01% of such stock were sold in such transaction).
Examples of Qualified Sale of the Company in a sentence
If a Sale of the Company (which is not a Qualified Sale of the Company) occurs three (3) complete calendar months after the date hereof and the Executive is employed through the consummation of the Sale of the Company, 25% of the Option Shares shall vest upon such Sale of the Company and all remaining Option Shares shall vest monthly on a pro rata basis beginning on the Six-Month Date so long as the Executive continues to be employed by the Company or its Subsidiaries.
All Un-Time-Vested Securities shall become Time-Vested Securities in connection with the consummation of a Qualified Sale of the Company, so long as Executive is employed by the Company or any of its Subsidiaries on the date of such sale.
All rights under this paragraph 3 of the LLC and/or its assignees to repurchase Executive Securities (including both Vested Securities and Unvested Securities) shall terminate upon a Qualified Sale of the Company.
The right under this paragraph -------------------------------- 3 of the Company and/or its assignees to repurchase Executive Stock shall terminate upon a Qualified Sale of the Company.
Where remittances are a significant part of GDP, the benefits to developing economies are great.
More Definitions of Qualified Sale of the Company
Qualified Sale of the Company has the meaning set forth with respect thereto in Section 2(b).
Qualified Sale of the Company means a Sale of the Company to an unrelated third party in a transaction which yields (i) if such Sale of the Company occurs prior to the second anniversary of the Closing Date, net cash proceeds to the Investors with respect to the Initial Investor Equity greater than three (3) times the Initial Investor Equity and (ii) if such Sale of the Company occurs on or after the second anniversary of the Closing Date, net cash proceeds to the Investors with respect to the Initial Investor Equity greater than four (4) times the Initial Investor Equity.
Qualified Sale of the Company means a sale or transfer of ----------------------------- all or substantially all of the outstanding stock or assets of the Company and its subsidiaries, including by way of merger or consolidation, where more than 50% of the consideration for such stock or assets in such sale or transfer consists of cash and/or publicly traded securities; provided that a Qualified -------- Sale of the Company shall not include a recapitalization, merger, or other reorganization in which the Persons holding a majority of the Company's outstanding equity (by vote or value) prior to such transaction hold a majority of the equity of the acquiring or successor entity (by vote or value) immediately after such transaction.
Qualified Sale of the Company means a Sale of the Company prior to the -------------------------------- Expiration Date of your Option to an Independent Third Party in which all securities owned by Xxxx Xxxxxxx Mutual Life Insurance Company and its affiliates and CIBC Wood Gundy Ventures Inc. and its affiliates, including (without limitation) any such securities issued pursuant to (i) the Securities Purchase Agreement dated as of April 1, 1998 by and among the Company and the Purchasers named therein and (ii) the Securities Purchase Agreement dated as of August 12, 1999 by and among the Company and the Purchasers named therein ("the Securities Purchase Agreements"), are sold, redeemed or receive distributions -------------------------------- with respect thereto, for an amount, payable in cash or readily marketable -- securities, equal to the original issuance price thereof plus a cumulative -- annual internal rate of return (the "IRR") in excess of 15% as determined -- reasonably and in good faith by the Board (after taking into account any -- dilution suffered with respect to such securities in connection with such a -- Qualified Sale of the Company as the result of the acceleration of any vesting -- provisions applicable to any securities of the Company or any rights, options or warrants to purchase any securities of the Company including the Home Run Vesting Shares.) If you disagree in any respect with the calculation of IRR as determined by the Board, you may within 30 business days after such determination deliver a statement to the Company disagreeing with such calculation and setting forth your calculation of such amount (the "IRR Statement of Disagreement"). Any such ----------------------------- IRR Statement of Disagreement shall state the basis of such disagreement. If you do not deliver such a IRR Statement of Disagreement within such 30 day period, the calculation of IRR as determined by the Board shall be conclusive and binding. If a IRR Statement of Disagreement is delivered to the Company, the Company and you shall, during the 30 business days following such delivery, use our best efforts to reach agreement on the IRR. Any such agreement reached shall be conclusive and binding. If, during such 30 business day period, the Company and you are unable to reach such agreement, each of us shall promptly, but in no case more than 10 business days thereafter, appoint an independent nationally recognized investment banking firm, which firms shall then, within 10 business days, ...
Qualified Sale of the Company means a Sale of the Company in which the consideration paid in such sale for at least 50% of the Company's outstanding equity securities or of the Company's consolidated assets consists of cash and/or publicly traded equity securities (E.G., 66.7% of the consideration for such Sale of the Company would have to consist of cash and/or publicly traded equity securities if only 75% of the Company's outstanding equity securities were sold in such transaction).
Qualified Sale of the Company means, with respect to any Series of ----------------------------- Convertible Preferred Stock, the closing of a Sale of the Company that results in the holders of the outstanding shares of such Series of Convertible Preferred Stock receiving on or with respect to, or in exchange for, each share of such Series of Convertible Preferred Stock (after giving effect to the conversion of such share), cash equivalents or securities registered under the Securities Act and the Exchange Act with an aggregate Market Value equal to at least the product of (x) the Original Cost for a share of such Series of Convertible Preferred Stock times (y) either (A) one
Qualified Sale of the Company has the meaning set forth in Section ----------------------------- 2(b).