Qualified Trade Sale definition

Qualified Trade Sale means (a) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company, (b) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company, (c) a sale, transfer or other disposition of a majority of the issued and outstanding share capital of the Company or a majority of the voting power of the Company; (in each case including such action by a holding company incorporated for such purpose) the gross proceeds from which are not less than US$200 million;

Qualified Trade Sale shall have the meaning set forth in Section 4.5 of this Agreement.

Qualified Trade Sale means (i) any transaction or series of transactions, whether by merger, consolidation, amalgamation, sale or issuance of equity, scheme of arrangement or otherwise, which results in a valuation of the Company at no less than RMB3.2 billion on a fully-diluted basis immediately upon the consummation of such transaction, and pursuant to or as a result of which the Shareholders of the Company immediately before such transaction own less than fifty percent (50%) of the direct or indirect voting power of the surviving company immediately after such transaction, (ii) a disposition of all or substantially all of the assets of the Group Companies as a whole for value no less than RMB3.2 billion, or (iii) a sale or exclusive licensing of all or substantially all of the Intellectual Property owned by the Group Companies as a whole for value no less than RMB3.2 billion.

Examples of Qualified Trade Sale in a sentence

• The Right of Participation for each Participation Rights Holder shall not terminate so long as such Participation Rights Holder or its Affiliates hold any Ordinary Share Equivalents; provided, however, that the Right of Participation shall terminate upon the earlier of a Qualified Public Offering and a Qualified Trade Sale.

• Notwithstanding the foregoing, if such Qualified Trade Sale occurs on or prior to the fifth (5th) anniversary from the Closing Date, the Drag-Along Rights shall not apply unless such Qualified Trade Sale results in aggregate proceeds (the “Trade Sale Proceeds”) of at least US$150,000,000, provided that the Trade Sale Proceeds shall be the pre-Tax consideration to be received by the Company, any Group Companies and/or the Shareholders participated in such Qualified Trade Sale.

• A military discharge form “DD214” with an honorable discharge must be submitted with the notification of intent to return to work.

• The Shareholders agree that they shall consult with each other and with the Company on a regular basis and discuss in good faith the process and progress in respect of the QIPO and Qualified Trade Sale.

• For the avoidance of doubt, for so long as CVC Holdco holds any Shares, CVC Holdco shall not Transfer, and shall not agree to Transfer, any Share, any interest in any Share held by it other than by way of a QIPO or a Qualified Trade Sale if after such Transfer CVC Holdco would cease to be controlled by the CVC Network.

More Definitions of Qualified Trade Sale

Qualified Trade Sale has the meaning ascribed to it in Section 6.4;

Qualified Trade Sale means a Trade Sale which values the Company at US$600,000,000 or the valuation of the Company in the latest equity financing (whichever is higher), and duly approved in compliance with Section 8.2 of the Shareholders’ Agreement.

Qualified Trade Sale means a Trade Sale that values the Company at US$400,000,000 or more.

Qualified Trade Sale means a sale of all of the Shares held by CVC Holdco and/or any member of the CVC Network.

Qualified Trade Sale the completion date for the sale of all outstanding Shares of the Company (including any Conversion Shares), or sale of all or substantially all assets of the Company or all Group Companies, where the consideration payable for all outstanding Shares of the Company or for such assets shall be at least (i) on or before March 31, 2005, US$240,000,000, and (ii) after March 31, 2005, US$300,000,000;

Qualified Trade Sale means a Trade Sale, either (i) any consolidation, amalgamation or merger of the Company with or into any other Person or other corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, amalgamation, merger or reorganization, own less than fifty percent (50%) of the voting power of the Company immediately after such consolidation, merger, amalgamation or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred; (ii) sale, transfer or other disposition of all or substantially all of the assets, or intellectual property of the Company and

Qualified Trade Sale means (a) direct or indirect sale of fifty percent (50%) or more of the business or Shares of the Company; or (b) sale of all Shares of the Company by CyberLink, in each case of paragraph (a) and (b), in which sale (i) Goldman Sachs and MC sell all of their Equity Securities in the Company; (ii) Goldman Sachs and MC are only required to give representations and warranties on the title of such Equity Securities and authority; and (iii) the proceeds from such sale to Goldman Sachs shall be no less than the Qualified Exit Minimum Value.