Subsidiary Sale definition

Subsidiary Sale has the meaning set forth in Section 3.3.

Subsidiary Sale or the "Xxxxxxx Subsidiary Sale". The wholly owned subsidiaries of the Borrower that are the subject of the Stock Purchase Agreement (Xxxxxxx and Norshield) shall sometimes be referred to herein as the "Stock Sale Subsidiaries". The total purchase price (as it may be adjusted in accordance with the Stock Purchase Agreement, and including all escrow and other payments as consideration for the sale of the stock of the Stock Sale Subsidiaries) for the Subsidiary Sale, whether received in parts or in whole and whenever received, shall sometimes be referred to herein as the "Purchase Price" or the "Xxxxxxx Purchase Price". The "Excluded Assets" referred to in the Stock Purchase Agreement shall be referred to herein as the "Excluded Assets".

Subsidiary Sale means the sale of the Company's holdings in a Parent or a Subsidiary, whether directly or indirectly, to a third party for cash or securities of a public company, in any one or more transactions, pursuant to a share sale, merger, consolidation or other transaction.

Examples of Subsidiary Sale in a sentence

• Except as contemplated by this Agreement and in connection with the Subsidiary Sale, Seller will not, without the prior written consent of Purchaser, (i) make any material change in the type or nature of its business, or in the nature of its operations, (ii) create or suffer to exist any debt, other than that currently shown in the SEC Reports, (iii) issue any capital stock or (iv) enter into any new agreements of any kind or undertake any new obligations or liabilities.

• As such, BDCs with an SBIC license appear to hold a marginal advantage in that 1) they can generate a higher net interest margin on the cheaper capital borrowed from the SBA, 2) they have the ability to deploy more capital (i.e. carry more leverage)than any given, similarly sized BDC, and 3) they are guarded from movements in interest rates to the extent that SBIC funds limit the BDC’s use of floating rate debt.

• Seller shall not amend, waive any provision of or otherwise modify, or consent to the amendment, waiver of any provision of or modification of, the Subsidiary Sale Agreement or the NBCU Funding LLC Agreement without the consent of Buyer.

• Seller, on its own behalf and on behalf of Buyer, shall promptly enforce all covenants and obligations of each Transferring Subsidiary contained in the Subsidiary Sale Agreement; provided that Seller shall not conduct or designate any Person to conduct any audit or inspection pursuant to Section 6.2(c) of the Subsidiary Sale Agreement unless it has been directed to take such action by Buyer.

• The foregoing waiver of the application of the German Subsidiary Sale Proceeds is limited to the application of the German Subsidiary Sale Proceeds and to no other matter.

More Definitions of Subsidiary Sale

Subsidiary Sale means the sale by Borrower, in one or a series of related transactions, of all or substantially all of the assets of, or ownership interests in any Subsidiary listed on Schedule 1 attached hereto (and the date of such sale shall be deemed the date on which purchaser pays the purchase price to Borrower).

Subsidiary Sale means the sale by Lessee of (i) substantially all of the assets of or the amount of securities representing more than fifty percent (50%) of the combined voting power of all outstanding securities of Quantum Geophysical, Inc., a Texas corporation and a wholly owned Subsidiary of Lessee.

Subsidiary Sale means the sale by ER Hong Kong of Capital Stock of Sport Supply Group, Inc.

Subsidiary Sale means any transaction or series of related transactions resulting in any of the following: (a) a sale, lease, license, transfer, exchange or other disposition of all or substantially all the assets of a Company Subsidiary, (b) a merger, consolidation, sale or reorganization as a result of which the stockholders of any Company Subsidiary immediately prior to such merger, consolidation, sale or reorganization either (i) possess less than fifty percent (50%) of the voting power of the acquiring, surviving or successor entity immediately following such merger, consolidation, sale or reorganization or (ii) do not possess the voting power of the acquiring, surviving or successor entity immediately following such merger, consolidation, sale or reorganization in substantially the same proportions among such stockholders as such stockholders possessed immediately prior thereto, or (c) a transfer by one (1) or more stockholders of a Company Subsidiary of capital stock of such Company Subsidiary representing fifty percent (50%) or more of the combined voting power of the then-outstanding shares of the Company Subsidiary; provided, however, if (x) the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then-outstanding Preferred Units, voting together as a Class, and (y) the Super Majority Class C Investors so elect by giving written notice to the Company before the effective date of a merger, consolidation, sale or reorganization that would otherwise be a Subsidiary Sale as defined herein, such merger, consolidation, sale or reorganization shall not be deemed a Subsidiary Sale; provided, further, that a “Subsidiary Sale” shall not include any transaction or series of related transactions principally undertaken for bona fide equity financing purposes in which cash is received by the Subsidiary or any successor or indebtedness of the Subsidiary is cancelled or converted, or a combination thereof; provided, further, that to the extent a transaction or series of transactions qualifies as both a Company Sale and a Subsidiary Sale, it shall be deemed for purposes of this Agreement to be a Company Sale and not a Subsidiary Sale.

Subsidiary Sale means the sale of all of the Company’s shares in Interphil to Interpharma, and the sale of all of the Company’s shares in Lancashire to Mercator, in each case, under the Subsidiary Sale Agreement.

Subsidiary Sale shall have the meaning set forth in the LLC Agreement.

Subsidiary Sale. Term C Loan Maturity Date," "Term C Loan Note" and "Term D Loan Maturity Date."