Sale of Maker definition

Sale of Maker means (i) any merger or consolidation to which the Maker is a party (except any merger or consolidation in which the holders of capital stock of the Maker immediately prior to such merger or consolidation continue to hold, immediately following such merger or consolidation, at least 51% of the voting power of the capital stock of (A) the surviving or resulting corporation, or (B) if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such merger or consolidation, of the parent corporation of such surviving or resulting corporation), (ii) any person becomes the beneficial owner (as such term is used in Rule 13(d)(3) of the Securities Exchange Act of 1934) of capital stock representing at least 51% of the outstanding voting power of the Maker, or (iii) the sale of all or substantially all of the assets of the Maker. Sale of Maker shall not include any transaction in which the Holder or any of its affiliates is the survivor of a merger or consolidation, becomes the beneficial owner (as such term is used in Rule 13(d)(3) of the Securities Exchange Act of 1934) of capital stock or is the purchaser of all or substantially all of the assets of the Maker.
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Sale of Maker means (i) any sale, lease, license, transfer, distribution or other disposition of all or substantially all of the assets of Maker, (ii) any merger or consolidation of Maker with or into a Person (as defined below) as a result of which the Persons holding a majority of Maker’s outstanding voting securities immediately prior to such transaction cease to own a majority of the voting securities of the surviving Person, (iii) any liquidation or dissolution of Maker or (iv) any other sale, lease, license, transfer, distribution or disposition of all or any majority interest in the business or assets of Maker and its subsidiaries to any Person or Persons, whether by merger, consolidation, sale of assets, sale of equity interests (whether by Maker or any security holder of Maker) or otherwise, in any such case whether directly or indirectly in any transaction or series of related transactions. For the purposes of this Note, the term “Person” shall include an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.
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Sale of Maker means a sale of all or substantially all of Maker's assets, or any merger or consolidation of Maker with or into another corporation, other than a merger or consolidation where Maker is the survivor thereof.
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Examples of Sale of Maker in a sentence

  • As soon as commercially practicable following the consummation of any Sale of Maker, and assuming Holder does not elect to convert the Conversion Amount pursuant to Section 4 above, then the Conversion Amount shall become immediately due and payable, and Maker shall pay to Holder in repayment thereof an amount equal to [one times (1X)] the Conversion Amount.

  • Any election to convert the Notes pursuant to this paragraph will be made in writing and delivered to the Company at least fifteen (15) business days prior to the consummation of the Sale of Maker.

  • Until the earlier of (i) conversion pursuant to Section 4 or (ii) a Sale of Maker (as defined herein) pursuant to Section 5, interest shall accrue on the outstanding principal balance hereof at a per annum rate equal to [six percent (6.00%)] (the “Interest Rate”).

  • Maker shall notify Holder in writing not less than fifteen (15) days prior to the date on which the closing of any Qualified Financing is expected to occur and, as contemplated in Section 5 below, not less than thirty (30) days prior to the date on which the closing of a Sale of Maker is expected to occur.

  • Maker shall notify Holder in writing not less than thirty (30) days prior to the date on which the closing of a Sale of Maker is expected to occur (“Notice of Sale”).


More Definitions of Sale of Maker

Sale of Maker means (i) a sale of substantially all of the ------------- assets of Maker to a person or entity that is not an affiliate of Maker, (ii) any sale in a single transaction or in a series of related and substantially similar contemporaneous transactions of the common stock, par value $.01 per share of Maker ("MAKER COMMON STOCK"), representing 50% or more of the total number of shares of Maker Common Stock then outstanding (determined on a fully diluted basis) to any person or entity which is not an affiliate of the selling shareholders, or (iii) any merger, consolidation or reorganization of Maker with or into one or more entities which are not Subsidiaries or affiliates of Maker or Parent (other than the Merger), as a result of which less than 50% of the outstanding voting securities, partnership interests or membership interests of the surviving or resulting entity are owned by the holders of Maker Common Stock (or their Affiliates) immediately prior to such merger, consolidation or reorganization.
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Related to Sale of Maker

  • 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.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • Placement Shares shall have the meaning given in the Recitals hereto.

  • Qualified Purchaser has the meaning assigned to such term in Section 12.06(e).

  • Federal Securities Laws means the Securities Act of 1933, the Securities Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

  • Personal Securities Transactions means any transaction in a Security pursuant to which an Access Person would have a Beneficial Ownership interest with the exception of obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies, none of which are funds advised or sub-advised by the Firm.

  • Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.

  • Sale of personal data means the exchange of personal data for monetary consideration by the

  • Public purchase means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.