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 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.

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.

Examples of Sale of the Business in a sentence

• If payment or provision of any benefit due to you under this Agreement is not timely made, you shall be entitled to interest on the amount not timely paid at 120% of the applicable federal rate, compounded semi-annually, under Section 1274(d) of the Code determined at the time the Sale of the Business relating to your employment occurs, such interest to accrue from the date such benefit is due through the date of payment or provision thereof.

• For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if a "Sale of the Business," as defined in and contemplated by Section 2.4 of the Stockholders Agreement shall have occurred.

• For purposes of Section 7(a) and 7(b) hereof, "pro rata portion" shall mean with respect to the Optionee and each type of equity securities to be transferred in such Sale of the Business a fraction, the numerator of which is the number of such equity securities held by the Optionee immediately prior to such Sale of the Business and the denominator of which is the total number of such equity securities outstanding immediately prior to such Sale of the Business.

• This Agreement shall terminate upon the closing of a Sale of the Business; provided, that the rights and obligations of the Shareholders and ITC Investments under ARTICLE III and this ARTICLE VII shall survive any such termination of this Agreement.

• In order to effect the foregoing covenant, the Optionee hereby grants to each Harvest Fund with respect to all of Optionee's Stock an irrevocable proxy (which is deemed to be coupled with an interest) with respect to any stockholder vote or action by written consent solely to effect such Sale of the Business in compliance with this Section 7.

More Definitions of Sale of the Business

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 to a person other than MidOcean or any of its Affiliates (as defined in the Shareholders Agreement).

Sale of the Business has the meaning provided in Section 2.8(c).

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

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 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.