Sale of the Business definition
Sale of the Business means (A) the acquisition by a person, group, or party of 50% or more of the outstanding capital stock of the Company in a single transaction or series of contractually related transactions, (B) a change of a majority of the members of the Board (other than by resignation or by any replacement of such resigned Board member(s)) when the change of the various directors occurs at substantially the same time, without the approval or consent of the members of the Board before such change, (C) the acquisition of the Company by means of a reorganization, merger, consolidation, recapitalization, or asset sale, unless the owners of the capital stock of the Company before such transaction own immediately after such transaction more than 50% of the capital stock of the acquiring or succeeding entity in substantially the same proportions (without giving effect to any funds that may be newly invested in the Company or such acquiring or succeeding entity at about the same time), or (D) the approval of a liquidation or dissolution of the Company.
Sale of the Business means any transaction or series of related transactions (including a sale or other disposition of assets, merger or consolidation, sale of equity interests or exclusive licensing transaction) pursuant to which all or a majority of the Business is sold, exclusively licensed or otherwise transferred, directly or indirectly, to, or acquired by, directly or indirectly, a Person other than the Parent or any of its Subsidiaries.
Sale of the Business means any transaction or series of transactions (whether structured as a sale of membership interests in the Company, merger, consolidation, reorganization, recapitalization, asset sale or otherwise) negotiated on an arm's length basis, with an unaffiliated bona fide third party which results in the sale or transfer of all or substantially all of the assets of the Company or the interests in the Company, in which transaction all consideration payable to the Members is distributed pro rata pursuant to the interests in the Company held by such Members.
Examples of Sale of the Business in a sentence
If the Company is the Party that undergoes the Change of Control or is sold in a transaction that constitutes a Sale of the Business, and prior to such sale the Company has assumed all of the Parent’s obligations hereunder, the Parent and the Company shall be deemed to have complied with this Section 4.7 (pursuant to clause (x)).
More Definitions of Sale of the Business
Sale of the Business means (A) the acquisition by a person, group, or party of 50% or more of the outstanding capital stock of the Company, (B) a change of a majority of the members of the Board when the change of the various directors occurs at substantially the same time, without the approval or consent of the members of the Board before such change, (C) the acquisition of the Company by means of a reorganization, merger, consolidation, recapitalization, or asset sale, unless the owners of the capital stock of the Company before such transaction continue to own more than 50% of the capital stock of the acquiring or succeeding entity in substantially the same proportions, or (D) the approval of a liquidation or dissolution of the Company.
Sale of the Business shall have the same meaning ascribed to such term in the Operating Agreement.
Sale of the Business is defined in the LLC Agreement.
Sale of the Business means any transaction or series of transactions (whether structured as a stock sale, merger, consolidation, reorganization, asset sale or otherwise), which results in the sale or transfer of more than a majority of the assets of the Company and its Subsidiaries (as defined in the Shareholders Agreement) (determined based on value) or of a majority of the capital stock of the Company or Kinetics Acquisition Corporation to a person other than DBCP or any of its Affiliates (as defined in the Shareholders Agreement).
Sale of the Business means the occurrence of (i) any transaction or series of transactions pursuant to which any Person or group of related Persons (other than the Purchaser or its Subsidiaries) acquires (A) substantially all the assets of the DeltaValve Capital Business, (B) equity securities (or any rights to acquire, or convertible into or exchangeable for, any equity securities) of any of the Purchaser, the Surviving Company or DeltaValve possessing sufficient voting power under normal circumstances to elect a majority of the board of directors or equivalent governing body of any of the Purchaser, the Surviving Company or DeltaValve or (C) more than thirty percent (30%) of the fair market value of the assets owned by the Purchaser and its Subsidiaries on a consolidated basis (in either case, whether by merger, consolidation, sale or other transfer or disposition of the Purchaser's or any of its Subsidiaries' equity securities or consolidated assets whether in one or a series of transactions).
Sale of the Business shall have the meaning set forth in Section 2.3(m).
Sale of the Business means any transaction or series of transactions (whether structured as a stock sale, merger, consolidation, reorganization, recapitalization, redemption, asset sale or otherwise), which results in the sale or transfer of (a) all or substantially all of the assets of ITC Investments and its Subsidiaries taken as a whole (determined based on value), (b) beneficial ownership or Control of all or substantially all of the capital stock of ITC Investments or (c) beneficial ownership or Control of all or substantially all of the capital stock of any one or more of ITC Investments’ Subsidiaries owning, Controlling or otherwise constituting all or substantially all of the assets of ITC Investments and its Subsidiaries taken as a whole (determined based on value), in each case, to a Person or a “group” (as such term is defined under Regulation 13D under the Exchange Act) other than FortisUS or any of its Controlled Affiliates; provided, that in no event shall a Sale of the Business be deemed to include any transaction effected solely for the purpose of changing, directly or indirectly, the form of organization or the organizational structure of ITC Investments or any of its Subsidiaries.