Third Party Sale Transaction has the meaning set forth in Section 6.2.
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).
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.
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.
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).
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 means (A) the divestiture of at least 50% of the Ownership Interest of Purchaser (through a sale of ownership interest, merger and/or consolidation), or (B) the sale of a majority of the business or assets of Purchaser, in a single transaction or a series of related transactions, to a third party other than Citigroup Venture Capital Equity Partners, L.P., Sycamore Ventures, or the Xxxxx Family or their respective Affiliates, officers, directors, employees, or partners, (ii) “Ownership Interest” means either the common stock of Purchaser as calculated on a fully-diluted basis or the majority of the assets of the Purchased Business, and (iii) “Enterprise Value” means (A) in the case of the divestiture of at least 50% of the common stock of Purchaser, the amount paid by the third party to purchase the Ownership Interest (grossed up to represent 100% of the Ownership Interest), plus the Indebtedness of the Purchaser at the time of such sale, less the cash or cash equivalents at the time of such sale, or (B) in the case of a sale of a majority of the assets of the Purchased Business, the amount paid by the third party to purchase such assets, plus the fair market value of any assets of Purchaser which are retained by or otherwise distributed to its stockholders or affiliates in anticipation of or in connection with the Third Party Sale Transaction, plus the Indebtedness of the Purchaser at the time of such sale, less the cash or cash equivalents at the time of such sale.
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 shall have the meaning specified in Section 9.07(d).
Third Party Sale Transaction has the meaning ascribed thereto in the Plan.
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.