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Sale or Merger definition

Sale or Merger means any of the following:
Sale or Merger means any of the following: (a) the merger, reorganization or consolidation of the Corporation or any subsidiary of the Company into or with another corporation or other entity, or the issuance and sale by the Company of voting securities, in which or as a result of which the stockholders of the Company immediately preceding such transaction (solely by virtue of their shares or other securities of the Company) shall own fifty percent (50%) or less of the voting securities of the surviving entity, immediately following such transaction; (b) the sale, transfer or lease, whether in a single transaction or pursuant to a series of related transactions or plan, of all or substantially all the assets of the Company; or (c) the sale or exclusive license, whether in a single transaction or pursuant to a series of related transactions or plan of all or substantially all of the intellectual property of the Company.
Sale or Merger of Parallel shall mean any transaction or series or combination of related transactions, other than in the ordinary course of business, whereby, directly or indirectly, a material interest (greater than 50%) in Parallel, its capital stock or its assets is transferred from Parallel and/or its stockholders to any unaffiliated third party acquiror for consideration, including, without limitation, a sale or exchange of capital stock or assets, a merger, plan of exchange or consolidation, or any similar business combination, exclusive of raising external funds through means of a public or private securities offering or obtaining bank financing or refinancing.

Examples of Sale or Merger in a sentence

  • Notwithstanding the above, a Sale or Merger Transaction shall not be deemed to occur in the event the Company is the acquiring entity in connection with an acquisition by the Company.

  • From the period commencing on the date hereof and ending immediately prior to the Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO (or in the event of a sale or merger ("Sale or Merger") of the Company, as defined in the definitive agreement associated therewith) the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement.

  • The detailed format of the report template shall be determined by the CDCs guidelines.The procedures for registration of an Investment Project with Municipal-Provincial Investment Sub-Committees shall be determined by a separate Sub-Decree.Acquisition, Sale or Merger of an Investment ProjectRights, privileges and other entitlements of the QIP may not be transferred to any third party, except the transfer through acquisition, sale and merger of the Investment Project.

  • Such payment shall be Initiated on the earlier of: (i) 48 hours after the closing of a Sale or Merger, as defined below; or (ii) April 15, 2002.

  • The redemption of the Series A Preferred Stock requested to be redeemed pursuant to this Section 4.A. shall be made on the closing date of the Sale or Merger triggering such redemption rights.

  • McCrary Title: EXHIBIT A COMPENSATION AND LEAVE POLICIES BASE COMPENSATION Commencing with the Initial Public Offering (the "IPO") Date (the "IPO Date") of AMP, (or the Sale Merger of AMP's Shares other than the IPO ("Sale or Merger Date"), Executive shall be paid by the Company a base salary of not less than One Hundred Eighty Thousand Dollars, ($180,000.00) per annum.

  • It is the Agent’s responsibility to make a written request to AvMed for a change in payee or Agent of Record for their AvMed book of business due to a Sale or Merger, and to provide AvMed with details specifying how the sale or merger affects agents of records and payees for the book of business.

  • If the Executive is still employed by the Company, and there occurs (i) a sale of all or substantially all of the Company’s assets (“Sale”), or (ii) a merger or consolidation of the Company in which the Company’s shareholders prior to such merger or consolidation own less than a majority of the voting power of the surviving corporation (“Merger Event”), then upon the closing of such Sale or Merger Event, all of the Executive’s then-unvested Options shall immediately become vested.

  • Upon a Change in Control, the restriction contained in Section 7 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event or the Investor will be paid the difference between the Sale or Merger price and the exercise price of the Warrant at the closing of the Sale or Merger.

  • Such payment shall be Initiated on the earlier of: (i) 48 hours after the closing of a Sale or Merger, as defined below; or (ii) March 14, 2002.


More Definitions of Sale or Merger

Sale or Merger means any of the following: (a) the merger or consolidation of Licensee into or with another entity in which the owners of Licensee immediately preceding such merger or consolidation (solely by virtue of their securities of Licensee) shall own less than fifty percent (50%) of the voting securities of the surviving entity; (b) the sale, transfer, license or lease, whether in a single transaction or pursuant to a series of related transactions or plan, of all or substantially all the assets of Licensee; (3) a sale or transfer of fifty percent (50%) or more of Licensee’s outstanding voting securities (whether through actual or beneficial ownership); or (4) an initial public offering of Licensee’s stock pursuant to an effective registration statement under the Securities Act of 1933.

Related to Sale or Merger

  • Company Merger has the meaning specified in the Recitals hereto.

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

  • Business Combination Transaction means:

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • First Merger has the meaning set forth in the Recitals.

  • Merger has the meaning set forth in the Recitals.

  • Second Merger has the meaning set forth in the Recitals.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

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

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Company Sale means any merger, consolidation, business combination, reorganization or recapitalization of the Corporation that results in the transfer of 50% or more of the outstanding voting power of the Corporation, any sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries (on a consolidated basis), or any other form of corporate reorganization in which 50% or more of the outstanding shares of any class or series of Capital Stock of the Corporation are exchanged for or converted into cash, securities or property of another business organization.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

  • Acquisition Transaction means any transaction involving:

  • Change in Control Transaction means the occurrence of any of the following events:

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Common Share Reorganization has the meaning set forth in Section 4.1(a);

  • Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.

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

  • Company Transaction means the consummation of

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.