Sale of the Bank definition

Sale of the Bank means (i) the sale, transfer, lease or conveyance by the Company, or an issuance of stock by the Material Bank Subsidiary, in either case resulting in ownership by the Company of securities that provides it with less than 80% of the Material Bank Subsidiary’s outstanding voting equity securities, calculated on the basis of voting power; provided that, a merger of the Company or the conveyance, transfer or lease of all or substantially all of the Company’s properties and assets shall not constitute a Sale of the Bank so long as the Company satisfies the conditions set forth in ARTICLE VIII of the Base Indenture or (ii) the lease, sale, assignment or transfer of all or substantially all of the Material Bank Subsidiary’ properties and assets to any Person (other than the Company) in a single transaction or series of related transactions, unless, upon such lease, sale, assignment or transfer, the Company will own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of that Person. For purposes of this Third Supplemental Indenture, “Voting Stock” means stock which ordinarily has voting power for the election of directors, managers, trustees or equivalent of such corporation, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. “Material Bank Subsidiary” for purposes of this Indenture means Newtek Bank, National Association or any successor thereof and any other
Sample 1
Sale of the Bank means (i) the sale, transfer, lease or conveyance by the Company, or an issuance of stock by the Material Bank Subsidiary, in either case resulting in ownership by the Company of securities that provides it with less than 80% of the Material Bank Subsidiary’s outstanding voting equity securities, calculated on the basis of voting power; provided, that, a merger of the Company or the conveyance, transfer or lease of all or substantially all of the Company’s properties and assets will not constitute a Sale of the Bank so long as the Company satisfies the conditions described under the heading “-Consolidation, Merger and Sale of Assets” or (ii)
Sample 1
Sale of the Bank means a sale or other transaction following which Evanx Xxxcorp, Inc. no longer owns 51% or more of the voting stock of the Bank or a sale or other transaction following which an unaffiliated person acquires 80% or more of the voting stock of Evanx Xxxcorp, Inc. In the event the Employee terminates this Employment Agreement under this Subparagraph, then his obligations under Subsection 2(a) of the Covenant Not to Compete Agreement dated September 1, 2000 shall terminate as of the date this Agreement terminates but the other provisions of such Section 2 and the Covenant Not to Compete Agreement shall continue in full force and effect.
Sample 1

Examples of Sale of the Bank in a sentence

  • You will be asked to grant consent either electronically during dealings on a product or at a Point of Sale of the Bank or through our contractual partners – agents.

  • Should you not agree to communicate through a recorded telephone call, you may contact us at a Point of Sale of the Bank.

  • All of Employee's Shares shall immediately vest upon the sale of all or substantially all of the common stock or assets (a "Sale") of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate.

  • The Client shall send the Bank all notices and documents in a provable manner by registered mail to the address of the Bank specified on the Homepage of the Bank or by e-mail or by personal delivery to the Point of Sale of the Bank, unless specified otherwise in the Agreement.

  • The term "Sale of the Bank" shall mean a sale or other transaction following which Evanx Xxxcorp, Inc.

  • A PRESTO Loan – Loan Transfer must be applied for and a New Account must be opened at a Point of Sale of the Bank During the Campaign.

  • All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a "Sale") of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate.

  • In order to join the Campaign successfully, it is necessary that the Client always submits a unique valid Campaign Promo Code at meetings concerning New Products referred to in items 4.1 – 4.5 at a Point of Sale of the Bank.

  • Sale of the Bank building also explains the 101.2% or $422,000 increase in total noninterest income when comparing the years ended December 31, 1996 and 1995.

Related to Sale of the Bank

  • 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 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.

  • 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.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

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

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

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

  • Asset Purchase shall have the meaning set forth in the recitals.

  • Sale of the Painting means the transfer of title and ownership of the Painting to an un-Affiliated third-party and receipt by the Company of value therefor as determined by the Board.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

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

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • PAL effective date generally means the date of issuance of the PAL permit. However, the PAL effective date for an increased PAL is the date any emissions unit that is part of the PAL major modification becomes operational and begins to emit the PAL pollutant.

  • Flip-over Transaction or Event means a transaction or series of transactions after a Flip-In Date in which, directly or indirectly, (i) the Company shall consolidate or merge or participate in a share exchange with any other Person if, at the time of the consolidation, merger or share exchange or at the time the Company enters into any agreement with respect to any such consolidation, merger or share exchange, the Acquiring Person Controls the Board of Directors of the Company and either (A) any term of or arrangement concerning the treatment of shares of capital stock in such consolidation, merger or share exchange relating to the Acquiring Person is not identical to the terms and arrangements relating to other holders of the Common Stock or (B) the Person with whom the transaction or series of transactions occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring Person or (ii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more than 50% of the assets (measured by either book value or fair market value) or (B) generating more than 50% of the operating income or cash flow, of the Company and its Subsidiaries (taken as a whole) to any Person (other than the Company or one or more of its wholly owned Subsidiaries) or to two or more such Persons which are Affiliates or Associates or otherwise acting in concert, if, at the time of the entry by the Company (or any such Subsidiary) into an agreement with respect to such sale or transfer of assets, the Acquiring Person Controls the Board of Directors of the Company. An Acquiring Person shall be deemed to "Control" the Company's Board of Directors when, following a Flip-In Date, the Persons who were directors of the Company before the Flip-In Date shall cease to constitute a majority of the Company's Board of Directors.

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • 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.

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

  • Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

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

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • 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, supplemented, restated or replaced from time to time in accordance with the terms thereof.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.