Qualifying Sale means a sale of more than fifty percent (50%) of the Company's Common Stock on a fully diluted basis (assuming full conversion and exercise of all outstanding convertible, exchangeable and exercisable securities, including, without limitation, securities granted under any employee share option plan which have vested) for a purchase price per share at least equal to the 30% IRR Price, provided however, that in the event the purchase price for such securities is payable in marketable securities, such marketable securities shall be valued at the average of the daily closing prices of such marketable securities over the 180 consecutive trading days immediately preceding (and not including) the date such marketable securities are received, and provided further, that such purchase price is payable in full at the closing in cash or marketable securities.
Qualifying Sale means tickets sold by the Agent for an Applicable
Qualifying Sale. See Section 4(b).
Examples of Qualifying Sale in a sentence
None of a Qualifying Merger, a Qualifying Sale, a merger or consolidation of the Corporation with or into another corporation or other entity or sale of all or any part of the assets of the Corporation which, in each case, shall not in fact result in the liquidation, dissolution or winding up of the Corporation and the distribution of its assets to its stockholders, shall be deemed a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 4(a).
In the event of a Qualifying Sale, after payment in full of the amounts to which they are entitled pursuant to this Section 4(c), the holders of Series A Preferred Stock shall not be entitled to any further right or claim to any of the remaining Qualifying Sale Consideration.
More Definitions of Qualifying Sale
Qualifying Sale means any sale of publicly supported housing to a purchaser that
Qualifying Sale means the sale of all or substantially all of (i) the assets of the Company or (ii) the outstanding common stock of the Company, whether by merger, consolidation, sale or other transfer of shares of common stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation); provided, that for the avoidance of doubt, that such sale also constitutes a “change in control event” described in Section 1.409A-3(i)(5)(v) or (vii) of the Treasury Regulations with respect to the Company.
Qualifying Sale means any sale, lease or exchange of all or substantially all of the property and assets of the Corporation, including its goodwill and its corporate franchises. For purposes of this definition of Qualifying Sale only, the property and assets of the Corporation shall include the property and assets of any subsidiary (as defined in Section 271(c) of the DGCL) of the Corporation.
Qualifying Sale means (i) any sale or transfer of Common Stock proposed to be made by the CD&R Fund at any time after the CD&R Fund has sold or transferred in the aggregate at least the Qualifying Number of the shares of Common Stock or (ii) in the event that prior to the sale or transfer by the CD&R Fund of an aggregate of the Qualifying Number of shares of Common Stock, the CD&R Fund proposes to sell or transfer a number of shares of Common Stock which when combined with any prior sales or transfers of such shares by the CD&R Fund exceeds the Qualifying Number, the sale or transfer of a number of shares (the "Excess Number") equal to the excess of (A) the sum of any shares previously sold or transferred by the CD&R Fund and the aggregate number of shares proposed to be sold or transferred in such contemplated sale, over (B) the Qualifying Number of shares. In determining whether there is a "Qualifying Sale," equitable adjustments shall be made to reflect any stock split, stock dividend, stock combination, recapitalization or similar transaction.
Qualifying Sale means a Nominating Party’s transfer of Units to a
Qualifying Sale is defined in Section 4.3(a).
Qualifying Sale means the occurrence of any of the following: