Sale of the Buyer definition

Sale of the Buyer means (a) a merger or consolidation in which the Buyer or a subsidiary of the Buyer is a constituent party and the Buyer issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Buyer or a subsidiary in which the shares of capital stock of the Buyer outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Buyer or any subsidiary of the Buyer of all or substantially all the assets of the Buyer and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Buyer if substantially all of the assets of the Buyer and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Buyer.
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Sale of the Buyer means: (a) the acquisition in one or more transactions by any Person of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of (i) the then outstanding shares of the Buyer’s capital stock (on an as-converted basis), or (ii) the combined voting power of the then outstanding shares of the Buyer’s capital stock (on an as-converted basis) entitled to vote generally in the election of directors; (b) the closing of a sale or other conveyance of all or substantially all of the assets of the Buyer; (c) the effective time of any merger, share exchange, consolidation, or other business combination involving the Buyer if immediately after such transaction Persons who hold a majority of the outstanding shares of the Buyer’s capital stock (on an as-converted basis) entitled to vote generally in the election of directors of the surviving entity (or the entity, directly or indirectly, owning 100% of such surviving entity) are not Persons who, immediately prior to such transaction, held such shares of the Buyer’s capital stock (on an as-converted basis); (d) the completion of any other similar transaction, involving the Buyer or its successors, which has the same effect as any of the foregoing; or (e) the completion of the initial public offering of shares of the Buyer’s capital stock to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any similar federal statute then in force.
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Sale of the Buyer means (i) any direct or indirect sale or exchange by the stockholders of Buyer of all or substantially all of the capital stock of Buyer, (ii) a merger in which Buyer is a party and in which the stockholders of Buyer prior to such transaction do not retain at least a majority of the beneficial interest in the voting stock of the surviving entity after such merger, or (iii) a sale, transfer or other disposition in any transaction or series of transaction of all or substantially all of the assets of Buyer.
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Examples of Sale of the Buyer in a sentence

  • This Agreement shall terminate upon the earliest to occur of (a) the date Potentia or any successor to whom Potentia has transferred the Transaction Shares as permitted by this Agreement and who is bound by the terms of this Agreement ceases to own or control any Transaction Shares, (b) the Sale of the Buyer, or (c) an Initial Public Offering, as those terms are defined in the Asset Purchase Agreement.

  • The Seller further agrees that the limited liability company shall not distribute, transfer or assign the Buyer Closing Shares or the Buyer Holdback Shares to its members except in compliance with applicable law and before the earliest to occur of (a) the date six (6) months after the Closing Date, (b) the Sale of the Buyer and (c) an Initial Public Offering.

  • General Conditions of Sale of the Buyer which are not expressly agreed in the written form as a part of Contract of Sale do not become part of Contract of Sale, not even to any partial extent.

  • The Concept Development Plan mitigates conflicts on the project site by locating the Community Center building and parking, non-residential uses, on the R-3.5 land adjacent to the MUC-1 land (see Sheet A1.01 and Sheet C0.1).

  • As we discuss in Section 4.2, this assumption would be satisfied in any equilibrium.16We thus assume that the information reported by the media outlet is unverifiable.

  • These General Sales Conditions of Sale apply to all sales made by Barcelonesa de Drogas y Productos Químicos, S.A.U , BDPQ PORTUGAL – UNIPESSOAL, LDA and BARCELONESAFRANCE, S.A.S. (hereinafter Barcelonesa, Barcelonesa Portugal and Barcelonesa France) prevailing over the General Conditions of Purchase and / or Sale of the Buyer, as well as over the received Order conditions.


More Definitions of Sale of the Buyer

Sale of the Buyer means the first to occur of (a) a transaction or series of related transactions whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Parent or its Affiliates) directly or indirectly acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of the voting securities of the Buyer or Parent possessing more than seventy percent (70%) of the total combined voting power of the Buyer’s or the Parent’s equity securities outstanding immediately after such acquisition; (b) the consummation by the Buyer or the Parent (whether directly involving the Buyer or the Parent or indirectly involving the Buyer or the Parent through one or more intermediaries) of a sale or other disposition of all or substantially all of the assets of the Buyer (including the exclusive license or sale of the proprietary technology acquired by the Buyer pursuant to this Agreement) to any Person other than an Affiliate of the Parent, in each case other than the transactions contemplated by this Agreement.
Sample 1
Sale of the Buyer means any liquidation of the Buyer, and any merger, consolidation or similar transaction involving the Buyer in which the Buyer is not the surviving or resulting corporation.
Sample 1

Related to Sale of the Buyer

  • 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 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.

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

  • the Buyer means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

  • Second Closing has the meaning set forth in Section 2.2.

  • reverse repurchase transactions means transactions whereby a Sub-Fund purchases Securities from a counterparty of Sale and Repurchase Transactions and agrees to sell such Securities back at an agreed price in the future.

  • Second Closing Date means the date of the Second Closing.

  • Purchased Securities has the meaning assigned in the Terms;

  • 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.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

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

  • 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.

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

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

  • sale and repurchase transactions means transactions whereby a Sub-Fund sells its Securities to a counterparty of Reverse Repurchase Transactions and agrees to buy such Securities back at an agreed price with a financing cost in the future.

  • Securities Purchase has the meaning set forth in the recitals in this Agreement. “Seller” has the meaning set forth in the introductory paragraph to this Agreement.

  • 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.

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

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following:

  • 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.

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

  • Proposed Transaction is defined in Section 6.2(a).

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Closing has the meaning set forth in Section 2.2.

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

  • 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.