Sale of Parent definition

Sale of Parent means any transaction or series of related transactions pursuant to which any Person or group of Persons, in the aggregate acquires, directly or indirectly, (a) a majority of the equity securities of Parent or the right to appoint a majority of the members of the Parent Board or (b) a majority of Parent’s assets determined on a consolidated basis, in each case whether by merger, consolidation, reorganization, combination, transfer of economic benefit or otherwise.
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Sale of Parent means (i) a sale of substantially all of the -------------- assets of Parent to a person or entity that is not an affiliate of Parent, (ii) any sale in a single transaction or in a series of related and substantially similar contemporaneous transactions of the common stock of Parent, par value $0.001 per share ("PARENT COMMON STOCK"), representing 50% or more of the total number of shares of Parent 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 the Parent with or into one or more entities which are not Subsidiaries or affiliates of the Parent, 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 Parent Common Stock (or their Affiliates) immediately prior to such merger, consolidation or reorganization.
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Sale of Parent means either: (a) a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of Parent shares representing more than 50% of the outstanding voting power of Parent (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event”.
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Examples of Sale of Parent in a sentence

  • For purposes of this representation, a Sale of Parent Exchange Stock shall be considered to have occurred pursuant to a Plan: (i) to the extent cash is received in lieu of a fractional share of Parent Exchange Stock, or (ii) if such Sale occurs in a transaction that is in contemplation of or related to the Merger (a "Related Transaction").

  • Subject to customary exceptions, in the event that (i) the Board and (ii) the holders of a majority of the then outstanding shares of Common Stock (including those issued or issuable upon conversion of the shares of Preferred Stock) approve a Sale of Parent in writing, each holder of Preferred Stock and Common Stock will agree to approve the proposed sale, subject to customary exclusions.

  • Maker shall prepay the outstanding principal balance of and all accrued but unpaid interest on this Note prior to the Final Maturity Date upon a Sale of Maker or a Sale of Parent.

  • For purposes of this representation, a Sale of Parent Exchange Stock shall be considered to have occurred pursuant to a Plan: (i) to the extent cash is received in lieu of a fractional share of Parent Exchange Stock, or (ii) if such Sale occurs in a transaction that is in contemplation of or related to the Merger (a "RELATED TRANSACTION").

  • This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earlier to occur of (a) three (3) years from the date hereof or (b) a Sale of Parent.

  • For the purposes of this Agreement, a ‘Sufficient Cash Infusion Event’ means any event in connection with which Borrower receives or will receive cash proceeds in an amount sufficient to pay all then-outstanding Indebtedness of Borrower to Lender, including without limitation: (i) a Sale of Parent; (ii) any Sale of a Subsidiary; (iii) a Change in Control; or (iv) the issuance to any Person(s) of equity and/or debt securities of Parent.

  • Notwithstanding Section 7.8 of the Loan Agreement (as in effect prior to the effectiveness of this Amendment), the Lenders hereby consent to the Sale of Parent; provided however that all conditions set forth in this Amendment are fulfilled to the Lender Group’s satisfaction.

  • Excluded Obligations, Rights and Privileges (Sale of Parent Parcel).

  • Limited Waiver and Sixth Amendment to Loan Agreement proceeds in an amount sufficient to pay all then-outstanding Indebtedness to Lender (each a ‘Sufficient Cash Infusion Event’), including without limitation: (i) a Sale of Parent; (ii) any Sale of a Subsidiary; (iii) a Change in Control; or (iv) the issuance to any Person(s) of equity and/or debt securities of Parent.

  • The foregoing restriction shall preclude the holder of the Restricted Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Sale of Parent Securities during the Lock-up Period, even if such Restricted Securities would be disposed of by someone other than such holder.


More Definitions of Sale of Parent

Sale of Parent means: (i) the sale of all, or substantially all, of the Parent’s assets in any single transaction or series of related transactions; (ii) the acquisition by any one person, single entity or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of the Parent Common Stock possessing a majority of the voting power to elect directors of the Parent; (iii) any merger or consolidation of the Parent with or into another corporation (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation the holders of the Parent’s voting securities immediately prior to the merger or consolidation own voting securities of the surviving or resulting corporation representing less than a majority of the voting power to elect directors of the surviving or resulting corporation; or (iv) a liquidation or dissolution of the Parent.
Sample 1
Sale of Parent means either (i) a change in the record or beneficial ownership of an aggregate of more than 50% of the outstanding shares of stock of Parent in any single transaction or series of related transactions, or (ii) a sale or other transfer of all or substantially all of the assets of Parent in any single transaction or series of related transactions.”
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Sale of Parent means the purchase of 100% of the stock of Parent (held prior to the Sixth Amendment Effective Date by PB Gaming) by Holdings (pursuant to the Sale of Parent Agreements).
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Related to Sale of Parent

  • 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.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Newly acquired auto means any of the following types of vehicles you become the owner of during the policy period: a. A private passenger auto; or b. A pickup or van, for which no other insurance policy provides coverage, that: (1) Has a Gross Vehicle Weight Rating of 10,000 lbs. or less; and (2) Is not used for the delivery or transportation of goods and materials unless such use is: (a) Incidental to your "business" of installing, maintaining or repairing furnishings or equipment; or (b) For farming or ranching.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Acquisition Transaction means any transaction involving:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Holdco has the meaning set forth in the Preamble.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • date of acquisition means the date of acquisition required for accounting purposes;

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • 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.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to: