Sale of a Division definition

Sale of a Division means a sale or disposition of a substantial portion of a Division (other than a sale or disposition to the Company or any of its subsidiaries) or any other transaction resulting in the loss of control by the Company and its subsidiaries over a substantial portion of a Division (including a public offering of a Division where the Company does not control the Division following such offering), in each case, as determined by the Committee in its sole discretion.
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Sale of a Division means the sale of a Division to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire all or substantially all of the assets of a Division (including by means of a sale of all or substantially all of the assets of such Division accomplished through (i) a sale of capital stock of the Company or any of its subsidiaries that own such assets, possessing the voting power to elect a majority of the Board of the Company or such subsidiary, or (ii) a merger or consolidation involving the Company or any of its subsidiaries (regardless of which entity is the surviving entity), with respect to which the Person(s) who, immediately prior to the event, owned in the aggregate in excess of fifty percent (50%) of the Company’s Common Stock, do not subsequent to the event own capital stock of the surviving entity possessing the voting power to elect a majority of the board of such surviving entity).
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Examples of Sale of a Division in a sentence

  • At the option of the Holder, the Company shall be required to purchase all or any part of the Note held by the Holder upon (i) a Change of Control, (ii) the closing of an equity or other offering by the Company with net proceeds to the Company of not less than $20 million or (iii) the closing of a Sale of a Division of the Company, at a purchase price equal to 100% of the principal amount hereof together with accrued and unpaid interest thereon to the Conversion Date (an "Optional Redemption").

  • For the avoidance of doubt, upon the consummation of a Sale of a Division, the aggregate Participation Interests in respect of such Division shall total one hundred percent (100%).

  • NET SALES by Segment [PIE CHART] / / Transportation Products 88.9% / / Analytical Instruments 11.1% -------------------------------------------- -------------------------------------------- OPERATING PROFIT by Segment [PIE CHART] / / Transportation Products 79.3% / / Analytical Instruments 20.7% *Includes a $3.7 Million Pre-tax Gain on the Sale of a Division.

  • Any Participant who accepts employment with a Buyer (or any affiliate of the Buyer) at the request of the Company in accordance with the foregoing sentence and who has a Percentage Interest in respect of another Division for which there has not yet been a Sale of a Division shall be deemed terminated without Cause for purposes of determining such Participant’s Percentage Interest in such future Sale of a Division.

  • In the event that there has been a Forfeiture of any Percentage Interest prior to a Sale of a Division, the Committee shall be entitled to reallocate such Percentage Interest with respect to which there has been a Forfeiture to other Participants (including new Participants) as it deems appropriate.

  • Sale of a Division: In the case of sale of a div i s ion, the sel l er company i s demerging its business whereas the buyer company is acquiring a business.Financial Restructuring 1.

  • Pracovník banky zachovává přísnou mlčenlivost o záležitostech banky, v níž je zaměstnán a o záležitostech klientů, o nichž se dozví při výkonu své činnosti v bance.

  • In no event shall any Participant have any rights on a Sale of a Division unless such Division is specifically referenced in such Grant Agreement.

  • Indebtedness for borrowed money assumed by a Buyer (or any affiliate of a Buyer) in a Sale of a Division that is not otherwise included in the determination of Consideration shall be deemed “Consideration” for purposes of this Plan from and after the date that the Company has no further liability in respect thereof.

  • All rights of any Participant under this Plan or any Grant Agreement with respect to a Sale of a Division in respect of which such Participant has been granted a Percentage Interest shall automatically and without further action on the part of the Committee, the Company, any Participant or any other Person, terminate on the date of the Sale of a Division and payment of the Percentage Interest of the Bonus Amount to which such Participant is entitled that is allocable to such Sale of a Division.

Related to Sale of a Division

  • Sale of the Artwork means the transfer of title and ownership of the Artwork to an un-Affiliated third-party and receipt by the Company of value therefor as determined by the Board.

  • Sub-Division means a sub-division of a district;

  • Sale of services means furnishing or agreeing to furnish services and includes making arrangements to have services furnished by another.

  • Sale of the Company means the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.

  • School District/Public Entity means the School District/Public Entity that executes the contract.

  • School District/Public Entity means the School District/Public Entity that executes the contract.

  • Regional integration organization means an organization constituted by sovereign States of a given region, to which its member States have transferred competence in respect of matters governed by this Convention. Such organizations shall declare, in their instruments of formal confirmation or accession, the extent of their competence with respect to matters governed by this Convention. Subsequently, they shall inform the depositary of any substantial modification in the extent of their competence.

  • SDA district means an SDA district as defined in section 3 of P.L.2000, c.72 (C.18A:7G-3).

  • Regional District means the Regional District of Fraser-Fort George.

  • Fire district means a fire district constituted as such by or pursuant to the provisions of the Fire Brigades Act;

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • LLC Division means the statutory division of any limited liability company into two or more limited liability companies pursuant to Section 18.217 of the Delaware Limited Liability Company Act or a comparable provision of a different jurisdiction’s laws, as applicable.

  • Public highway means a public highway, road, street, avenue, alley, or thoroughfare of any kind, or a bridge, tunnel, or subway used by the public.

  • Residential district means an area of a municipality where 75% or more of the area is zoned for residential housing.

  • Public transit district means a public transit district organized under Title 17B, Chapter 2a, Part 8, Public Transit District Act.

  • Public Xxxxxx shall have the meaning assigned to such term in Section 10.01(d).

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • public sector instrumentality means any department, ministry or agency of a state or any corporation, trust, financial institution or other entity controlled by such state;

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • School district means a public school district.

  • Sale of the Corporation means (i) the sale of all or substantially all of the Corporation's assets to a Person who is not an Affiliate of the Corporation, (ii) the sale or transfer of the outstanding capital stock of the Corporation to one or more Persons who are not Affiliates of the Corporation, or (iii) the merger or consolidation of the Corporation with or into another Person who is not an Affiliate of the Corporation, in each case in clauses (ii) and (iii) above under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Corporation, immediately prior to such transaction, own less than a majority in voting power of the outstanding capital stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Corporation (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Corporation shall be deemed a Sale of the Corporation.

  • Purchasing Division means the West Virginia Department of Administration, Purchasing Division.

  • Free appropriate public education means special education and related services that:

  • Highway authority means the state highway commission, a board of county road commissioners or the governing body of a city or village.

  • Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

  • Qualified Public Offering means the initial underwritten public offering of common Equity Interests of Holdings or any direct or indirect parent of Holdings or the Company pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (other than a registration statement on Form S-8 or any successor form).