Third Party Sale Transaction has the meaning set forth in Section 6.2.
Third Party Sale Transaction means any of the following that has not been approved or recommended by a majority of the members of the Board: (i) any tender or exchange offer for Voting Securities made by a Person other than (A) the Company or one of its wholly owned Subsidiaries or (B) directly or indirectly, the Investor or (ii) any merger, consolidation, business combination, sale of all or substantially all of the assets of the Company and its Subsidiaries, dissolution, liquidation, restructuring, recapitalization or similar transaction of or involving the Company.
Third Party Sale Transaction means a transaction or series of related transactions to which Reorganized PDC or its subsidiaries is a party pursuant to which all or substantially all of the assets of Reorganized PDC and its subsidiaries (taken as a whole) are transferred, directly or indirectly, to a third party (whether as a result of a consolidation, a sale of equity, a merger, a sale or issuance of equity or a sale of assets), in each case, in which the outstanding New PDC Equity shall be entitled to receive (either directly or upon subsequent liquidation) cash, securities, other property or any combination thereof and excluding a transaction if, immediately after consummation of such transaction, the then existing holders of New PDC Equity own, directly or indirectly and solely on account of their New PDC Equity, a majority of the equity of the purchasing entity, the surviving entity or its applicable parent entity following such transaction. If a transaction does not qualify as a Third Party Sale Transaction, the New 2L Warrants shall not terminate on the occurrence of such transaction and shall continue in full force and effect with respect to Reorganized PDC (or its applicable successor).
Examples of Third Party Sale Transaction in a sentence
Any Crude Oil not purchased by Coffeyville within such five (5) day period shall be sold by Vitol and any such sale shall be treated as a Third Party Sale Transaction.
If such Crude Oil is not transferred to another Designated Tank, any sale of such Crude Oil to a party other than Coffeyville shall be deemed to be a Third Party Sale Transaction subject to the provisions of Section 6.2. All Third Party Sale Transactions shall be made in a commercially reasonable manner with commercially reasonable terms and conditions.
In the event that Coffeyville fails to purchase such Crude Oil in accordance with the terms of this Section 17.1, Vitol shall be entitled to sell the Crude Oil and such sale shall be treated as a Third Party Sale Transaction.
New 2L Warrants The terms of the New 2L Warrants issued to the holders of Allowed Second Lien Notes Claims shall include Black Scholes M&A protection assuming 45% volatility exercisable in the event of a Third Party Sale Transaction (as defined below).
The Warrants shall not be subject to redemption by the Company or any other Person; provided, however, that (i) the Warrants may be acquired by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this Agreement and (ii) the Warrants are subject to termination upon a Third Party Sale Transaction as specified in Section 5.1(f).
More Definitions of Third Party Sale Transaction
Third Party Sale Transaction means a transaction or series of related transactions to which Reorganized PDC or its subsidiaries is a party pursuant to which all or substantially all of the assets of Reorganized PDC and its subsidiaries (taken as a whole) are transferred, directly or indirectly, to a third party (whether as a result of a consolidation, a sale of equity, a merger, a sale or issuance of equity or a sale of assets), in each case, in which the outstanding New Reorganized PDC Equity shall be entitled to receive (either directly or upon subsequent liquidation) cash, securities, other property or any combination thereof and excluding a transaction if, immediately after consummation of such transaction, the then existing holders of New Reorganized PDC Equity own, directly or indirectly and solely on account of their New Reorganized PDC Equity, a majority of the equity of the purchasing entity, the surviving entity or its applicable parent entity following such transaction. If a transaction does not qualify as a Third Party Sale Transaction, the New 2L Warrants shall not terminate on the occurrence of such transaction and shall continue in full force and effect with respect to Reorganized PDC (or its applicable successor). Further, the New 2L Warrants would include the right to participate in preemptive rights (on an as exercised basis and as set forth in the Governance Documents) with respect to below market equity issuances to related parties.Additional terms of the New 2L Warrants shall be set forth in a new warrants agreement that shall be filed with the Plan Supplement (the “New Warrants Agreement”).
Third Party Sale Transaction has the meaning ascribed thereto in the Plan.
Third Party Sale Transaction means a transaction or series of related transactions to which Reorganized PDC or its subsidiaries is a party pursuant to which all or substantially all of the assets of Reorganized PDC and its subsidiaries (taken as a whole) are transferred, directly or indirectly, to a third party (whether as a result of a consolidation, a sale of equity, a merger, a sale or issuance of equity or a sale of assets), in each case, in which the outstanding New Reorganized PDC Equity shall be entitled to receive (either directly or upon subsequent liquidation) cash, securities, other property or any combination thereof and excluding a transaction if, immediately after consummation of such transaction, the then existing holders of New Reorganized PDC Equity own, directly or indirectly and solely on account of their New Reorganized PDC Equity, a majority of the equity of the purchasing entity, the surviving entity or its applicable parent entity following such transaction. If a transaction does not qualify as a Third Party Sale Transaction, the New 2L Warrants shall not terminate on the occurrence of such transaction and shall continue in full force and effect with respect to Reorganized PDC (or its applicable successor).
Third Party Sale Transaction means the divestiture to an entity that is not a Specified Affiliate (i) of 50% or more of the equity ownership interest of Purchaser (through a sale of such equity ownership interest, assets, merger, consolidation or similar transaction) in the Business or a Substantial Part of the Business, or (ii) of a majority of the business or assets of Purchaser in a single transaction or a series of related transactions.
Third Party Sale Transaction means an Asset Sale to a Purchaser that is not the DIP Lenders and/or the Term Loan Lenders.
Third Party Sale Transaction means a sale of one or more of the assets of the Debtors and/or Interests in the Debtors owning such assets as agreed to by the Debtors or consummated in connection with the Restructuring Transactions.
Third Party Sale Transaction means a transaction or series of transactions to which the Company or any of its Subsidiaries is a party pursuant to which all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole) are transferred, directly or indirectly, to a third party (whether as a result of a consolidation, a sale of equity, a merger, a tender or exchange offer, a sale or issuance of equity or a sale of assets), in each case, (i) in which the outstanding shares of Common Stock shall receive or be entitled to receive (either directly or upon subsequent liquidation or winding up) cash, securities, other property or any combination thereof and (ii) excluding any Non-Sale Transaction.