Restricted Sale definition

Restricted Sale has the meaning set forth in Section 2.1.
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Restricted Sale means, with respect to any Person, any direct or indirect sale, disposition, issuance, conveyance, transfer, assignment or other transfer of Capital Stock of such Person (except for directors' qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law), other than:
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Restricted Sale means either (i) the sale, lease, license, transfer, conveyance or other disposition to an Independent Third Party or “group” of Independent Third Parties as such term is used for purposes of Sections 13(d) of the Securities Exchange Act, whether or not applicable, in one transaction or a series of related transactions, of 20% or more (measured by Fair Market Value) of the assets of the Company and its Subsidiaries, taken as a whole, or the sale or other disposition (whether by merger, consolidation or otherwise) of one or more Subsidiaries if 20% or more (measured by Fair Market Value) of the assets of the Company and its Subsidiaries taken as a whole are held by such Subsidiary or Subsidiaries, or (ii) a transaction or series of related transactions (including by way of merger, consolidation, recapitalization, reorganization or sale of securities) the result of which is that any Independent Third Party or “group” of Independent Third Parties as such term is used for purposes of Sections 13(d) of the Securities Exchange Act, whether or not applicable, is after giving effect to such transaction, in the aggregate, the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act), directly or indirectly, of more than 50% of the voting power of the outstanding voting securities of the Company (excluding any Units issued to employees of the Company or its Subsidiaries).
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Examples of Restricted Sale in a sentence

  • Notwithstanding anything to the contrary contained in this Section 8.02, no Restricted Sale shall be permitted.

  • The Stockholder agrees not to, and not to cause or permit any of its wholly owned Affiliates to, make any Restricted Sale unless the conditions of clause (i), (ii) or (iii) are met.

  • Each Stockholder agrees not to, and not to cause or permit any of its wholly owned Affiliates to, make any Restricted Sale unless the conditions of clause (i), (ii) or (iii) are met.

  • Notwithstanding anything to the contrary contained in this Section 8.02, no Restricted Sale shall be permitted".

  • Subject in all events to the covenants set forth in the Tax Matters Agreement restricting the actions of Black Knight during the Restricted Period (as defined therein) and for the duration of the Non-Compete Term, Black Knight shall not, and shall not agree to, in writing or otherwise, undergo a Restricted Sale without the prior written consent of FNF (which shall not be unreasonably withheld, delayed or conditioned).

  • In the event that any Affiliate of an Allied Party desires to consummate a sale that would otherwise constitute a Restricted Sale (an “Affiliate Restricted Sale”), the Allied Party whose Affiliate is engaging in the Affiliate Restricted Sale shall cause such Affiliate to conduct such Affiliate Restricted Sale in accordance with the provisions of this Agreement.

  • In the event such consent is not obtained, then the sale shall not be construed as an Affiliate Restricted Sale hereunder.

  • For the avoidance of doubt, in the event the material terms of the Restricted Sale are other than the terms of the Final PSA, including, without limitation, any decrease in the price of the Subject Asset, the Restricted Sale may not proceed, and the applicable Allied Party shall notify CEI in writing and the Parties shall proceed in accordance with Section 2.2 and Section 2.3 as if CEI were provided a new Purchase Notice.

  • Upon receipt of the Restricted Sale Notice, the Company shall have the first right and option to purchase, at the price and on the terms stated in the Restricted Sale Notice, all or part of the Restricted Sale Securities.

  • If, at any time during the period commencing on the Effective Date and continuing until the fifth (5th) anniversary of the Effective Date (the “Term”), any of the CAMAC Parties desires to consummate a Restricted Sale, it shall negotiate with the prospective buyer (“Prospective Buyer”) a bona fide definitive purchase and sale agreement or other appropriate agreement for the transfer, license or other disposition (a “Final PSA”) to purchase the Subject Asset, or any part thereof.


More Definitions of Restricted Sale

Restricted Sale means (i) a merger or consolidation (in either case in which the ownership of Black Knight's shareholders would constitute less than a majority of the outstanding stock of the combined company) of Black Knight or any of its Subsidiaries with or into any entity or any Subsidiaries of such entity that derives 10% or greater of its revenue (on a consolidated basis and based on such entity's last fiscal year) from any Restricted Activity (a "Restricted Buyer"), (ii) the sale, transfer or other disposition of all or substantially all of the assets of Black Knight or any Subsidiary to any Restricted Buyer, or (iii) any sale or transfer by Black Knight or any Subsidiary of equity interests in Black Knight or any Subsidiary thereof as a result of which any Restricted Buyer becomes the beneficial owner, directly or indirectly, of securities of Black Knight or such Subsidiary representing at least 5% of Black Knight's or such Subsidiary's outstanding capital stock (other than pursuant to an underwritten financing or similar transaction; provided, however, that Black Knight shall not target a Restricted Buyer in such financing or similar transaction).
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Restricted Sale. Means any sale of any Product by JDI or any member of JDI’s Group which is prohibited by or which would otherwise violate the Brand Licence Agreement dated 3rd May, 2002 between JDI and SCJ (as amended from time to time) because it would involve the sale of certain restricted products to certain restricted customers under such agreement.
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Restricted Sale as defined in Section 4(b) of the Escrow Agreement. ---------------
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Related to Restricted Sale

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Transfer Restricted Securities means securities that bear or are required to bear the legend set forth in Section 2.06 hereof.

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

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

  • Qualified Sale means a sale made by a qualified person through a charitable auction.

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • 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.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Company Restricted Shares means shares of Company Common Stock granted under a Company Equity Plan, or issued upon “early exercise” of an option granted under a Company Equity Plan, that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Company Restricted Share means each restricted share of Company Common Stock outstanding as of the Effective Time granted pursuant to any equity or compensation plan or arrangement of the Company.

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

  • Restricted Share Unit means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.

  • Company Restricted Stock means each share of restricted Company Common Stock issued by the Company, which is subject to vesting conditions and rights to repurchase or reacquire by the Company, whether granted by the Company pursuant to a Company Option Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Exempt Transfer means, in relation to shares held by a member:

  • Restricted Share means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.

  • Permitted Sale Leaseback means any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries after the Original Closing Date, provided that any such Sale Leaseback not between (a) a Credit Party and another Credit Party or (b) a Restricted Subsidiary that is not a Credit Party to another Restricted Subsidiary that is not a Credit Party is consummated for fair value as determined at the time of consummation in good faith by (i) the Borrower or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of which exceed $100,000,000, (ii) the board of directors of the Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

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

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

  • Restricted Stock Grant means Shares awarded under the Plan as provided in Section 9.

  • Unrestricted Securities with respect to any series of Securities, means a Security (i) effectively registered under the Securities Act and disposed of in accordance with a registration statement with respect to such series or (ii) distributed to the public pursuant to Rule 144 under the Securities Act or any similar provision then in force.

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

  • Restricted Share Award means an award of Restricted Shares.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Public Sale means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.