Substantial Sale definition

Substantial Sale means the agreement of Selling Shareholders to sell to a Purchaser Equity Securities representing more than 70% of all Shares of the Company (calculated on a Fully Diluted Basis, provided that the term Fully Diluted Basis for the purposes of this definition shall not include any Equity Securities which, if exercised, converted or exchanged, would put the holder thereof in a worse economic position given the purchase prices payable by the Purchaser to the Selling Shareholders) where the Purchaser also offers to buy the Options of all Optionees.

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Substantial Sale has the meaning ascribed to it in Subsection 6.1(a).

Substantial Sale means the sale of the Company or its business to any Person whether by merger, consolidation, sale of all or substantially all of the assets or capital stock of the Company or otherwise, which has been approved by the Board of Directors but shall not include a public offering of equity securities by the Company or any Subsidiary of the Company.

Examples of Substantial Sale in a sentence

• If the Purchaser offers to buy the Options of an Optionee and the Optionee does not sell the Optionee’s Options to the Purchaser as contemplated above, then the Optionee’s Option will expire, terminate and be cancelled on completion of the Substantial Sale.

• If the Majority Shareholders propose to sell the Sale Shares, or the Assets, as the case may be under this clause, the Majority Shareholders must give a notice of its intention to the Company and the Minority Shareholders with reasonable particulars of the main commercial terms of the proposed sale including the proposed form of consideration ("Substantial Sale Notice").

• For purposes hereof, a Substantial Sale and/or Substantial Disposition shall mean any sale of assets involving amounts in excess of Five Hundred Thousand Dollars ($500,000.00).

• If a Transfer Notice relating to a Substantial Sale indicates that the purchase price for the Transferor's stock is to be paid, in whole or in part, other than in cash, then the Warrant Securityholders that submit Acceptance Notices (the "Selling Holders") may elect to be paid cash in lieu of, and in an amount equal to the cash Fair Market Value of, such non-cash consideration.

More Definitions of Substantial Sale

Substantial Sale means, excluding any bona fide public offerings, the sale of twenty-five percent (25%) or more of the voting power of the then-issued and outstanding capital stock of, or other Equity Interests in any entity; provided that, any Transfers of Interests to, or any Transfer of Interests among, any members of the ▇▇▇▇▇ Group shall not constitute a Substantial Sale.

Substantial Sale means the sale or other disposition by CEOC and its Controlled subsidiaries of all or substantially all of the assets of CEOC and its Controlled subsidiaries in a single transaction or series of related transactions.

Substantial Sale means a sale of not less than twenty thousand (20,000) shares of stock of the Company pursuant to terms made known to the Company, provided however that Substantial Sale shall not include any purchases of stock pursuant to employee stock options.

Substantial Sale means (a) if the Managed Facilities are branded “▇▇▇▇▇▇’▇”, the sale or other disposition by CEOC and its Affiliates of all or substantially all the assets and operations associated with the “▇▇▇▇▇▇’▇” brand, (b) if the Managed Facilities are branded “Horseshoe,” the sale or other disposition by CEOC and its Affiliates of all or substantially all their assets and operations associated with the “Horseshoe” brand, or (c) the sale or other disposition by CEOC and its Affiliates of substantially all of CEOC’s Eastern Region (as defined in CEC’s most current applicable filing with the U.S. Securities and Exchange Commission (or any successor thereof)) in a single transaction or series of related transactions

Substantial Sale means a transfer of Common Stock by Transferor (as defined in Section 2.4) or its Affiliates if, after giving effect thereto, such Transferor and its Affiliates will be the beneficial owners of less than 50% of the equity interest in the Company beneficially owned by such Transferor and its Affiliates as of the "Closing Date" (as such term is defined in the Credit Agreement).

Substantial Sale shall have the meaning assigned to such term in Section 8.07(f)(ii).

Substantial Sale means, excluding any bona fide public offerings, the sale of twenty-five percent (25%) or more of the voting power of the then- issued and outstanding capital stock of, or other Equity Interests in any entity; provided that, any Transfers of Interests to, or any Transfer of Interests among, any members of the Cohen Group shall not constitute a Substantial Sale.