Qualified Sale Transaction means any Sale Transaction (i) pursuant to which more than 50% of the DHI Common Stock and other debt securities exercisable or exchangeable for or convertible into DHI Common Stock, or any option, warrant or other right to acquire any DHI Common Stock or such debt securities of the Corporation will be acquired by a Person that is not an MD Related Party, nor the Corporation or any Subsidiary of the Corporation, (ii) in respect of which each Sponsor Stockholder other than the MD Stockholders has the right to participate in such Sale Transaction on the same terms as the MD Stockholders, (iii) unless otherwise agreed by prior written consent of the SLP Stockholders, in which the SLP Stockholders will receive consideration for their DHI Common Stock and any other securities acquired pursuant to the exercise of any participation rights to which such SLP Stockholders are contractually entitled, if any, that consists entirely of cash and/or Marketable Securities and (iv) unless otherwise agreed by prior written consent of the SLP Stockholders, in which the net proceeds of cash and Marketable Securities to be received by the Initial SLP Stockholders will, as of the Applicable Date, result in the Minimum Return Requirement being satisfied.
Qualified Sale Transaction means any Sale Transaction (i) pursuant to which more than 50% of the DHI Common Stock and other debt securities exercisable or exchangeable for, or convertible into DHI Common Stock, or any option, warrant or other right to acquire any DHI Common Stock or such debt securities of the Company will be acquired by a Person that is not an MD Related Party, nor the Company or any Subsidiary of the Company, (ii) in respect of which each Stockholder other than the MD Stockholders has the right to participate in such Sale Transaction on the same terms as the MD Stockholders (including the same purchase price per share equivalent of DHI Common Stock) and on the terms described in Section 4.4 or Section 4.5, as applicable, (iii) unless otherwise agreed by prior written consent of the SLP Stockholders, in which the SLP Stockholders will receive consideration for their DHI Securities and any other securities acquired pursuant to the exercise of their participation rights (as contemplated in ARTICLE V) that consists entirely of cash and/or Marketable Securities and (iv) unless otherwise agreed by prior written consent of the SLP Stockholders, in which the net proceeds of cash and Marketable Securities to be received by the Initial SLP Stockholders will, as of the Applicable Date, result in the Minimum Return Requirement being satisfied.
Qualified Sale Transaction has the meaning ascribed to such term in the SLP Stockholders Agreement.
Examples of Qualified Sale Transaction in a sentence
On receipt of the Member’s notification, and in any event at least ten days prior to the contemplated closing of the Qualified Sale Transaction, the Managing Member shall provide to each Member electing to participate the documents required for execution in connection with the Qualified Sale Transaction.
If any Member fails to deliver these documents, its rights to participate in that (but not any other) Qualified Sale Transaction shall lapse.
To participate in the Qualified Sale Transaction, the Member shall deliver to the Managing Member, at least five days before the proposed closing date, all such documents.
While de Klerk’s gommitment to release Mandela was spegifig and ungonditional, his gommitment to dismantling apartheid was only in pringiple.
Company and Stifel shall provide such other information as the Administrative Agent shall reasonably request from time to time with respect to the sale process and for any Qualified Sale Transaction.
More Definitions of Qualified Sale Transaction
Qualified Sale Transaction means a sale of all or substantially all of the consolidated business, operations, and assets of HLI, HLAI, the Company, and their respective Subsidiaries in one transaction or a series of related transactions that is structured (whether by way of merger, combination, reorganization or similar transaction) to include a sale or transfer to the purchaser of Units of the Company and interests in the Management LL or HLAI to any of (a) a bona fide third party, unaffiliated purchaser, (b) HLAI, or (c) a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended to date (or any successor provisions thereto) that includes HLAI or consists solely of Persons (excluding Management LLC) who were parties on the Closing Date to the Stockholders’ Agreement, effective as of the date hereof, by and among HLI, HLAI, Management LLC, and the other Persons party thereto, that, in any case, is approved by a majority of the Board of Directors of HLI.
Qualified Sale Transaction means an Acquisition or an Asset Transfer.
Qualified Sale Transaction means (i) any merger, amalgamation, consolidation or similar transaction that results in the inability of the holders of a majority of the Voting Shares immediately prior to such transaction to elect a majority of the members of the Board of Directors (or its equivalent) (without giving effect to any rights to appoint members to the Board of Directors pursuant to Section 4(e) or Section 6(h)(ii) of the Certificate of Designation in respect of the Preference Shares) of the resulting entity or its parent company or (ii) any sale or transfer or related series of sales or transfers of all or substantially all of the Company’s and its subsidiaries’ consolidated assets, in each case where the per share value of the consideration received by the Company or by the shareholders of the Company in such merger, amalgamation, consolidation, similar transaction, sale or transfer (as determined by the Board of Directors in good faith) is based on a valuation of the Company equal to or greater than (x) the Conversion Price (as defined in the Certificate of Designation in respect of the Preference Shares) multiplied by 1.675 less (y) the aggregate per share amounts of all dividends and distributions paid on the Common Shares since the Issue Date (other than dividends or distributions payable in the form of Common Shares), in each case, subject to adjustment as applicable for any subdivision (by any share split, recapitalization or otherwise) or combination (by combination, reverse share split or otherwise) or dividend or distribution in the form of Common Shares.
Qualified Sale Transaction means any Sale Transaction (i) pursuant to which more than 50% of the Common Stock and other debt securities exercisable or exchangeable for, or convertible into Common Stock, or any option, warrant or other right to acquire any Common Stock or such debt securities of the Company will be acquired by a Person that is not an MD Related Party, nor the Company or any Subsidiary of the Company, (ii) in respect of which each New Class C Stockholder has, subject to clause (3) below, the right to participate in such Sale Transaction on the same terms as the SLP Stockholders (including the same purchase price per share equivalent of Common Stock) and on the terms described in Section 3.3 of this Agreement, as applicable and (iii) unless otherwise agreed by prior written consent of the SLP Stockholders, in which the SLP Stockholders and the New Class C Stockholders will receive consideration for their DTI Securities that consists entirely of cash and/or Marketable Securities.
Qualified Sale Transaction means any sale in which the holders of the Series A Preferred Stock receive, in respect of such shares, or the shares of Common Stock received upon conversion thereof, cash or marketable securities in a per share amount equal to at least three hundred percent (300%) of the Series A Conversion Price then in effect.
Qualified Sale Transaction means the sale of all or substantially all of the Credit Parties’ and their Subsidiaries’ business (either through the sale of the Company or the stock of its Subsidiaries or by virtue of the sale by the Credit Parties and their Subsidiaries of all or substantially all of their assets) which results in net proceeds as of the closing date for such acquisition in an amount sufficient to repay the Obligations in full and in cash in immediately available funds.
Qualified Sale Transaction has the meaning set forth in Section 7.2 of this Agreement.