Sale of Buyer means any of the following: (i) Buyer, directly or indirectly, in one or more related transactions, effects any merger, recapitalization, consolidation or other business combination of the Buyer with or into another Person, other than such a merger or consolidation in which the holders of voting securities of the Buyer immediately prior to the transaction continue to own (either by the securities held by such holders remaining outstanding or being converted into securities of the
Sale of Buyer means the sale of Buyer to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of Buyer possessing the voting power to elect a majority of Buyer's board of directors (whether by merger, consolidation or sale or transfer of Buyer's capital stock) or (ii) all or substantially all of Buyer's assets determined on a consolidated basis.
Sale of Buyer means: (a) a consolidation or merger of Buyer which results in the stockholders of Buyer immediately prior to the transaction owning less than a majority of the equity or voting power of the surviving entity, (b) the sale, transfer or lease of all or substantially all of Buyer’s assets, (c) the grant of an exclusive license to all or substantially all of Buyer’s intellectual property that is used to generate all or substantially all of Buyer’s revenues, (d) any sale of all or substantially all of Buyer’s equity or any other transaction which results in the stockholders of Buyer immediately prior to the transaction owning less than a majority of the equity or voting power of the surviving entity but not including any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by Buyer or indebtedness of Buyer is cancelled or converted (or a combination thereof), or (e) a liquidation, dissolution or winding up of Buyer.
Examples of Sale of Buyer in a sentence
The first Forecast shall be provided to Seller no less than one (1) full calendar quarters prior to the time when the First Commercial Sale of Buyer Products is projected to occur.
Buyer shall deliver to Seller at least thirty (30) days prior to First Commercial Sale of Buyer Products or at least thirty (30) days after Execution Date written below of this Agreement, which ever is first a firm order for the initial calendar quarter commencing on the First Commercial Sale date.
The restrictions on the transfer of the Warrant and the shares of Underlying Common Stock set forth in this Section 7.05 will continue with respect to the Warrant and each share of Underlying Common Stock, respectively, following any transfer thereof; provided that in any event such restrictions (other than paragraph 7.05(e) below) will terminate on the first to occur of a Sale of Buyer or a Public Offering.
CVRs may not be sold, assigned, transferred, pledged, encumbered or disposed of in any manner, in whole or in part, other than in connection with the sale, assignment, transfer, pledge encumbrance or disposition of the Buyer Shares to which such CVRs relate; provided, however, that upon an IPO or a Sale of Buyer, each CVR shall become separated from the related Buyer Share and may be sold, assigned, transferred, pledged, encumbered or disposed of by the Holder thereof.
If there is a Sale of Buyer or the Business after the Closing but before the end of the Second Installment Period, no Earn-Out Consideration shall be payable with respect to the fiscal year in which the Sale of Buyer or the Business occurs or with respect to any subsequent fiscal year.
More Definitions of Sale of Buyer
Sale of Buyer means, whether effected in one transaction or a series of transactions, any of the following that involves the Buyer or one or more persons formed by or affiliated with the Buyer, including, without limitation, any joint venture (each, a “Buyer Affiliate”) and another party or parties that is not Buyer or a Buyer Affiliate (each, an “Other Party”): (a) any merger, consolidation, reorganization, or other business combination pursuant to which the business of the Buyer is combined with that of an Other Party, as a result of which the shareholders of Buyer immediately prior to such merger, consolidation, reorganization, or other business combination own less than 50% of the surviving entity’s voting power immediately after such transaction, and (b) the acquisition, directly or indirectly, by the Other Party of all or substantially all of the assets of, or more than 50% of the outstanding capital stock of, the Buyer or any Buyer Affiliate by way of a negotiated purchase, lease, license, exchange, joint venture, tender offer, exchange offer or other means, but excluding (i) licenses of intellectual property and sales of products in the ordinary course of business, and (ii) any bankruptcy, assignment for the benefit of creditors, liquidation, dissolution or similar transaction in which the business of Buyer or Buyer Affiliate is intended to be wound up or reorganized for the benefit of creditors.
Sale of Buyer means (a) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision), by way of merger, consolidation or other business combination or purchase, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of fifty percent (50%) or more of the total voting power of the capital stock of Buyer entitled to vote in the election of directors (directly or through the acquisition of such capital stock of any direct or indirect parent company of Buyer); (b) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Buyer and its subsidiaries, taken as a whole, to any Person other than a direct or indirect wholly-owned subsidiary of Buyer; or (c) the approval of any plan or proposal for the winding up or liquidation of Buyer.
Sale of Buyer has the meaning specified in Section 4.7(b)(viii).
Sale of Buyer means any of the following: (i) Buyer, directly or indirectly, in one or more related transactions, effects any merger, recapitalization, consolidation or other business combination of the Buyer with or into another Person, other than such a merger or consolidation in which the holders of voting securities of the Buyer immediately prior to the transaction continue to own (either by the securities held by such holders remaining outstanding or being converted into securities of the “surviving entity,” which shall include the corporation or other entity resulting from such transaction and/or the corporation or other entity that, as a result of the transaction, owns the Buyer or more than 50% of the Buyer’s assets, either directly or indirectly) more than 50% of the combined voting power of the Buyer or surviving entity resulting from such transaction immediately after the transaction with another entity, (ii) the Buyer, directly or indirectly, in one or a series of related transactions, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of more than 50% of its assets, other than any such transaction in which the holders of voting securities of the Buyer immediately prior to the transaction continue to own (either by the securities held by such holders remaining outstanding or being converted into securities of the surviving entity) more than 50% of the combined voting power of the Buyer or surviving entity resulting from such transaction immediately after the transaction with another entity, or (iii) the acquisition by any Person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase (including a tender offer), or other acquisition transaction or series of purchases, or other acquisition transactions of the Buyer’s equity securities entitling that Person to exercise more than 50% of the total voting power of the Buyer’s equity securities (except that such Person will be deemed to have beneficial ownership of all securities that such Person has the right to acquire, regardless of whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition).
Sale of Buyer means either the sale by Kensington of all of the capital stock of Buyer, either directly or through a merger or other reorganization, or sale by Buyer of all or substantially all of its assets.
Sale of Buyer shall have the meaning set forth in Section 2.2(i).
Sale of Buyer or “Sale of Business” means any of the following events: (i) a sale, lease, exchange or other disposition (other than a mortgage, pledge, hypothecation or grant of any other security interest to secure a bona fide obligation to repay borrowed money) of 50% or more of the assets or profit- or revenue-generating capacity of Buyer, the Company or the Business; and (ii) any sale, transfer or other disposition (other than a mortgage, pledge, hypothecation or grant of any other security interest to secure a bona fide obligation to repay borrowed money) of capital stock of or other equity interests of Buyer or the Company or any merger, consolidation, share exchange or other business combination to which Buyer or any Subsidiary of Buyer that contains the Business is a party that, in any such case, results in Buyer ceasing to be the “beneficial owner” (as defined in Rule 13d-3 under the Securities Act), directly or indirectly, of securities of such Subsidiary representing 30% or more of the total voting power represented by such Subsidiary’s then outstanding voting securities.