Sale of Company definition

Sale of Company means the sale of Company to an independent third Party or group of independent third Parties pursuant to which such Party or Parties acquire: (i) equity interests possessing the voting power under normal circumstances to elect a majority of the Board of Directors or similar governing body of Company (whether by merger, consolidation or sale or transfer of such equity interests), or (ii) all or substantially all of Company’s assets determined on a consolidated basis.

Sale of Company means the sale of Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire (i) equity interests possessing the voting power under normal circumstances to elect a majority of the Board of Directors or similar governing body of Company (whether by merger, consolidation or sale or transfer of such equity interests), or (ii) all or substantially all of Company’s assets determined on a consolidated basis.

Sale of Company means (i) a liquidation of Parent pursuant to which all of its assets (after payment of liabilities) are distributed to the holders of its Equity Securities, or (ii) a sale of Parent (or any successor thereto), including in one or more series of related transactions, to an independent third party or group of independent third parties, pursuant to which such party or parties acquire, directly or indirectly, through one or more intermediaries, (A) Equity Securities of Parent constituting at least a majority of the outstanding voting capital stock of Parent (whether by merger, consolidation, sale or transfer of Parent’s outstanding capital stock or otherwise) or (B) all or substantially all of the assets of Parent and its Subsidiaries on a consolidated basis.

Examples of Sale of Company in a sentence

• Neither Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that Company may assign its rights and obligations under this Agreement without the consent of Executive in the event of a Sale of Company.

• Notwithstanding the foregoing, this Section 7 shall not apply (i) in any case where the Termination of Executive by the Company was not for Cause, (ii) at any time after December 31, 2010 or (iii) at any time after 5 months after a Sale of Company shall have been consummated.

• Notwithstanding the foregoing, this Section 7 shall not apply (i) in any case where the Termination of Employee by the Company was not for Cause, (ii) at any time after July 31, 2012 or (iii) at any time after 5 months after the Sale of Company shall have been consummated.

• If the Sale of Company is structured as a sale of stock, each Stockholder shall agree to sell all of its shares of capital stock of the Company and rights to acquire shares of capital stock of the Company on the terms and conditions approved by the Committee.

• Subject to the mitigation provisions of this Section 4.2, the Escrow Agent shall deliver to Employee out of escrow one twelfth of the total amount originally deposited in escrow on each month commencing 30 days from the Termination Event or Sale of Company Termination Event.

More Definitions of Sale of Company

Sale of Company means the sale of substantially all of the stock of Company held by Holdings or the sale of all or substantially all of the assets of Company.

Sale of Company means (x) a liquidation of the Company pursuant to which all of its assets (after payment of liabilities) are distributed to the holders of its equity securities, or (y) a sale of the Company (or any successor thereto), including in one or more series of related transactions, to an Independent Third Party or group of Independent Third Parties, pursuant to which such party or parties acquire, directly or indirectly, through one or more intermediaries, (i) equity securities of the Company constituting at least a majority of the outstanding voting capital stock of the Company (whether by merger, consolidation, sale or transfer of the Company’s outstanding capital stock or otherwise) or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis.

Sale of Company means the consummation of an arms-length transaction, occurring within six months of the effective date of the Plan, for the sale to an unrelated third party of (i) 80% or more of the aggregate voting power of all shares of capital stock of the Company or (ii) all or substantially all the assets of the Company.

Sale of Company means any of the following: (a) any liquidation or winding up of Company, (b) a merger, consolidation or transfer of equity securities (pursuant to a single transaction or series of related transactions) of Company, with or to any independent third party, which, in any case, results in the equity holders of Company immediately prior to such transaction possessing less than a majority of the beneficial voting power or ownership interests of Company's or any successor entity's issued and outstanding equity securities immediately after such transaction or series of such transactions; or (c) a sale, lease or exclusive license, in a single transaction or series of related transactions, to an independent third party of all or substantially all of Company's assets; provided, that, the introduction of one (1) or more holding companies above Company shall not constitute a Sale of Company hereunder.

Sale of Company means a merger, business combination, reorganization, recapitalization or other transaction, which results in the stockholders of the Company who own at least fifty percent (50%) of the Company’s voting control immediately prior to such transaction owning less than fifty percent (50%) of the surviving entity’s voting control immediately after such transaction, and/or sale, transfer, lease or other disposition in any transaction or series of transactions of all or substantially all of the assets of the Company.

Sale of Company means (a) any sale of all or substantially all (as described in the commentary to the Model Business Corporation Act) of the assets of the Company and its subsidiaries on a consolidated basis in one transaction or series of related transactions (but excluding sales to Affiliates), (b) any sale of all or substantially all of the Common Stock in one transaction or series of related transactions or (c) a merger or consolidation, exchange of capital stock, or other transaction which accomplishes one of the foregoing.

Sale of Company s Share Control” means the transfer of Shares of Control to a third party, on an onerous basis.