Sale of Holdings definition

Sale of Holdings means the sale of Holdings, in a single transaction or a series of related transactions, to a third party (which is not an Affiliate of the Investor) pursuant to which such third party proposes to acquire all or substantially all of the outstanding Common Interests (whether by merger, consolidation, recapitalization, reorganization, purchase of the outstanding Common Interests or otherwise) or all or substantially all of the consolidated assets of the Holdings.

Sale of Holdings means the sale of substantially all of the equity interest of Holdings or the sale of all or substantially all the assets of Holdings in Company.

Sale of Holdings means (i) any sale of all or substantially all (as ---------------- defined in the Model Business Corporation Act) of the assets of Holdings and its subsidiaries on a consolidated basis in one transaction or series of related transactions, (ii) any sale of all or substantially all of the Common Units in one transaction or series of related transactions, excluding any sales of Common Units in a Public Sale or (iii) a merger or consolidation which accomplishes one of the foregoing; provided that the -------- transactions contemplated by the Merger Agreement do not constitute a Sale of Holdings.

Examples of Sale of Holdings in a sentence

• If (i) -------------------------------------------------------- there is a consummation of a Sale of Holdings or (ii) the Executive dies or becomes totally and permanently disabled (certified to the satisfaction of the Company) at such time that the Executive is employed by the Company, then the Benefit Amount otherwise payable under paragraph 1 above shall become immediately due and payable as of the date of the consummation of a Sale of Holdings or such Executive's death or total disability.

• Subject to the terms and conditions set forth in this Agreement, the Company will pay to the Executive a cash bonus (the “Sale Bonus”) upon a Sale of Holdings, the Company, the Company and CS, or Holdings and CS in an amount determined in accordance with Schedule A hereto, which shall be deemed a part of this Agreement.

• With respect to a transaction involving a Sale of Holdings, such fee shall be equal to 1% of the total enterprise value.

• In the event that the number of shares of Holdings Common Stock to be sold in connection with such proposed Sale of Holdings Common Stock is less than the total number of shares of Holdings Common Stock held by the Management Stockholders, then the Management Stockholders shall sell their shares of Holdings Common Stock in such proposed Sale of Holdings Common Stock on a pro rata basis.

• In the event that the Board of Directors of Holdings desires to consummate a Sale of Holdings pursuant to this Section 5.02, the Board of Directors of Holdings shall deliver to each Management Stockholder written notice of the proposed Sale of Holdings not less than ten business days prior to the date on which such Sale of Holdings is to be consummated.

More Definitions of Sale of Holdings

Sale of Holdings means the sale of Holdings to an Independent Third Party or group (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of Holdings possessing the voting power under normal circumstances to elect a majority of Holdings' board of directors (whether by merger, consolidation, sale, transfer or exchange of Holdings' capital stock) or (ii) all or substantially all of Holdings' assets determined on a consolidated basis; provided, however, that the consummation of the Recapitalization and the transactions contemplated by that certain Stock Purchase Agreement dated March 13, 2000, as amended, by and among Sunrise Television Partners, L.P., a Delaware limited partnership, and Smitx Xxxadcasting Partners, L.P., a Delaware limited partnership, and joined in by Holdings, Smitx Xxxadcasting Group, Inc., Sandx XxXxxxxxxx, Xxhn Xxxxxxx xxx Davix X. Xxxx, xxall not constitute a Sale of Holdings.

Sale of Holdings means a "Company Sale" as defined in the Option Agreement.

Sale of Holdings means (i) the sale of all or substantially all of the assets of Holdings, (ii) the sale or transfer of the outstanding shares of capital stock of Holdings, or (iii) the merger or consolidation of Holdings with another person or entity, in each case in clauses (ii) and (iii) above under circumstances in which the holders (together with any Affiliates of such holders) of the voting power of outstanding capital stock of Holdings, immediately prior to such transaction, own less than 50% in voting power of the outstanding capital stock of Holdings 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 Holdings (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 Holdings or the Subject Business shall be deemed a Sale of Holdings.

Sale of Holdings has the meaning set forth in Section 5.02.

Sale of Holdings means a "Sale of the Company" as defined in the ---------------- Securityholders Agreement of Holdings, dated as of the date hereof, by and among its members a party thereto. "Securities Act" means the Securities Act of 1933, as amended from -------------- time to time.

Sale of Holdings means any transaction or series of related ---------------- transactions that results in the Transfer (whether by sale, merger, consolidation or otherwise) to one or more Independent Third Parties or one or more affiliated groups of Independent Third Parties pursuant to which such party or parties acquire (x) 50% or more (measured either by value or by the power to elect the Board of the entity in question) of the Equity Interests of (i) PAC, (ii) any PAC Subsidiary, (iii) Holdings or (iv) any Subsidiary of Holdings that accounts for 65% or more the value of Holdings on a consolidated basis or (y) 65% or more of the business or assets of Holdings (measured by value), including for these purposes the business and assets of Holdings' Subsidiaries.

Sale of Holdings means the sale of Holdings