Sale of FIS definition

Sale of FIS means an acquisition by any Person (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and used in Sections 13(d) and 14(d) thereof (“Person”)) of Beneficial Ownership (within the meaning of Rule 13d-3 under the Exchange Act (“Beneficial Ownership”)) of 50% or more of either the then outstanding shares of FIS common stock or the combined voting power of the then outstanding voting securities of FIS entitled to vote generally in the election of directors; excluding, however, the following: (A) any acquisition directly from FIS, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from FIS or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by FIS or a member of the FIS Group.
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Sale of FIS means an acquisition by any Person (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and used in Sections 13(d) and 14(d) thereof ("Person")) of Beneficial Ownership (within the meaning of Rule 13d-3 under the Exchange Act ("Beneficial Ownership")) of 50% or more of either the then outstanding shares of FIS common stock (the "Outstanding FIS Common Stock") or the combined voting power of the then outstanding voting securities of FIS entitled to vote generally in the election of directors (the "Outstanding FIS Voting Securities"); excluding, however, the following: (A) any acquisition directly from FIS, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from FIS, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by FIS or a member of the FIS Group, or (C) any acquisition of Outstanding FIS Common Stock by one or more Subsidiaries of RECEIVING PARTY or of FNF; (ii) the term "IPO" means an offering and sale to the public of any shares or equity securities of FIS or any of its Subsidiaries pursuant to a registration statement in the United States; and (iii) the term "Stockholders Agreement" means that certain Stockholders Agreement to be dated on or about March 9, 2005 by and among RECEIVING PARTY and the holders of its common stock.
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Examples of Sale of FIS in a sentence

  • Neither Party may, in connection with a sale of an asset to which one or more of the Corporate Services relate, assign, transfer or convey any right, obligation or duty, in whole or in part, or of any other interest under this Agreement relating to such Corporate Services without the prior written consent of the other Party, provided, however, that in the event of a Sale of FIS (as defined in Section 2.1), FIS may assign its interest in this Agreement without the prior written consent of FNT.

  • Notwithstanding the foregoing, at any time prior to the Sale of FIS or any offering and sale to the public of any shares or equity securities of FIS or any of its Subsidiaries pursuant to a registration statement in the United States, this Agreement may not be amended without the prior written consent of Xxxxxx X.

  • In the event of a Sale of FIS, then the license granted under Section 2 shall terminate, subject to the transition period described in Section 9(d).

  • Notwithstanding the foregoing, all licenses of Marks hereunder from FNF to FIS shall terminate automatically upon a Sale of FIS, subject to the transition period described in Section 10(e).

  • Notwithstanding the foregoing, at any time prior to the Sale of FIS or any offering and sale to the public of any shares or equity securities of FIS or any of its Subsidiaries pursuant to a registration statement in the United States, this Agreement may not be amended without the prior written consent of Thomas H.

Related to Sale of FIS

  • Purchase or Sale of a Security means obtaining or disposing of "Beneficial Ownership" of that Security and includes, among other things, the writing of an option to purchase or sell a Security.

  • 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.

  • 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.

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

  • Securities Law means the Israeli Securities Law, 5728-1968.

  • Right of First Refusal Agreement means the Right of First Refusal Agreement, dated as of August 4, 2017, among the Partnership, the Operating Partnership and NextEra Energy Resources, LLC.

  • Right of First Offer shall have the meaning set forth in Section 13.1 hereof.

  • Right of First Refusal means the Company’s right of first refusal described in Section 8.

  • 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.

  • Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit F attached to this Agreement.

  • Initial Xxxx of Sale means the document, in the form of Attachment B hereto, executed by an authorized officer of SLM ECFC which shall (i) set forth the applicable Initial Loans offered by SLM ECFC and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, (ii) sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all rights, title and interest of SLM ECFC in the Initial Loans listed on that Xxxx of Sale and (iii) certify that the representations and warranties made by SLM ECFC as set forth in Sections 5 (A) and (B) of these Master Terms are true and correct.

  • Israeli Securities Law means the Israeli Securities Law 5728-1968, as amended and the rules and regulations promulgated thereunder from time to time.

  • Xxxx of Sale means the Initial Xxxx of Sale or an Additional Xxxx of Sale, as applicable.

  • Purchase and Sale Agreement means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to time.

  • Applicable Securities Law means the securities laws of the United States, including without limitation the Exchange Act and the Securities Act and any applicable securities law of any State of the United States (and any rules or regulations promulgated thereunder), in each case as may be in effect from time to time.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • 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.

  • FAA Xxxx of Sale means the xxxx of sale for the Aircraft on AC Form 8050-2 executed by Manufacturer or an affiliate of Manufacturer in favor of Company and recorded with the FAA.

  • 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).

  • Registration decal means an adhesive sticker produced by the department and issued by the

  • Reverse Repurchase Agreement means an agreement pursuant to which the Fund sells Securities and agrees to repurchase such Securities at a described or specified date and price.

  • Registration Application means an application for registration of this Agreement as a planning agreement on the title of the Land pursuant to Section 7.6 of the Act in a form approved by the Registrar General;

  • angle of repose means the steepest angle of a surface at which a mass of loose or fragmented material will remain stationary in a pile on the surface, rather than sliding or crumbling away;

  • Subsequent Purchase Agreement means an agreement by and between the Seller and the Purchaser pursuant to which the Purchaser will acquire Subsequent Receivables.

  • 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.