Approved Sale

Approved Sale. Means the transfer or sale by Investcorp Bank E.C., any affiliate thereof or any Person with whom Investcorp Bank E.C. or any affiliate thereof has an administrative relationship with respect to the outstanding capital stock of the Company (collectively, "Investcorp"), in the aggregate, in one or a series of related transactions, of fifty percent (50%) or more of the outstanding... capital stock of the Company held by Investcorp immediately prior to such transactions (excluding any transfers among such entities) in exchange for cash, cash equivalents, securities that are listed for trading on a national securities exchange or quoted on the NASDAQ National Market System, or a combination thereof; provided, however, that any such transaction or series of related transactions which results in Investcorp holding securities representing more than twenty percent (20%) of the outstanding shares of the subject company shall not be an Approved Sale unless fifty percent (50%) or more of the consideration paid in such transaction(s) consists of cash or cash equivalents, or unless, within six months following consummation of such transaction(s), Investcorp transfers or sells, in one of a series of related transactions, fifty percent (50%) or more of the securities of the subject company received by Investcorp in such transaction(s); provided, further, that in the case of consummation of a business combination that would otherwise constitute an Approved Sale except that Investcorp receives securities of a corporation that represent more than 20% of the outstanding shares of the subject company, the Optionee shall be entitled to the vesting described herein if the Optionee's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason, in either case within one year following consummation of such business combination, or prior to consummation of such business combination if it is reasonably demonstrated by the Optionee that such termination or Good Reason (1) was at the request of the merger partner in the business combination or (2) otherwise arose in connection with or anticipation of the business combination. View More

Approved Sale. Means the approval, prior to the consummation of a Public Offering, by the holders of at least 50% of the Common Stock (including voting and nonvoting shares voting as a single class) of (i) the merger or consolidation of the Company, (ii) the sale of all or substantially all of its assets or (iii) the sale of all or a majority of the outstanding capital stock or my other similar transaction.

Approved Sale. Means a transaction or a series of related transactions ------------- which results in a change of economic beneficial ownership of Holdings or its business of greater than 50% (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of Holdings), whether pursuant to the sale of the stock of Holdings, the sale of all or substantially all of the assets of Holdings, or a merger or consolidation; provided that a sale of stock by an Initial Stockholder... to (i) another Initial Stockholder or Affiliate thereof, or (ii) a non-U.S. entity with respect to which an Initial Stockholder or Affiliate thereof has an administrative relationship shall be disregarded when determining if an Approved Sale has occurred. View More

Approved Sale. Means either (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or (ii) a transaction or series of transactions (including by way of merger, consolidation, or sale of equity) the result of which is that the holders of the Company's outstanding voting securities immediately prior to such transactions are after giving effect to... such transactions no longer, in the aggregate, the "beneficial owners") (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding voting securities of the Company, which in either case, has been approved by both the Board of Directors and the holders of a majority of the Shares (the "APPROVING STOCKHOLDERS"); PROVIDED that the Approving Stockholders must include the consent of the Requisite Series G Holders if the aggregate Fair Market Value of the consideration per share of Series G Convertible Preferred Stock received in such transaction by the holders of Series G Convertible Preferred Stock is less than the greater of (1) 125% of the Deemed Issuance Price or (2) the sum of the Liquidation Preference of one share of Series G Convertible Preferred Stock plus all accumulated but unpaid dividends thereon. View More

Approved Sale. Means the sale of the Company, in a single transaction or a series of related transactions, to a third party (which is not an Affiliate of the Approving Stockholders) (a) pursuant to which such third party proposes to acquire all or substantially all of the outstanding Common Stock (whether by merger, consolidation, recapitalization, reorganization, purchase of the outstanding Common Stock or otherwise) or all or substantially all of the consolidated assets of the Company, (b) which has been... approved by the Board, holders of a majority of the outstanding Cornerstone Stockholder Shares and holders of a majority of the outstanding PPEI Stockholder Shares, voting together as a single class (the "Approving Stockholders"), (c) pursuant to which all holders of Common Stock receive with respect thereto (whether in such transaction or, with respect 2 to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option, and (d) in connection with such transaction, no fee is being paid by the Company to Cornerstone or any of its Affiliates. View More

Approved Sale. Means a transaction or a series of related sale transactions that result in a bona fide unaffiliated change of economic beneficial ownership of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company) whether pursuant to the sale of the stock of the Company, the sale of the assets of the Company, or a merger or consolidation involving the Company. However, an Approved Sale shall not include (i) an issuance by the Company of its... own Stock, or (ii) a gift of the stock of the Company. View More

Approved Sale. An Asset Disposition relating to all or any portion of the Collateral with respect to which either (i) if such Asset Disposition occurs at a time when any of the Notes Debt is outstanding, (A) Company or one of its Subsidiaries (as the case may be) receives consideration at the time of such Asset Disposition at least equal to the fair market value thereof, as determined in good faith by Company's board of directors and evidenced by a resolution of such board of directors, (B) not less than 75%... of the consideration received by Company (or such Subsidiary, as the case may be) is in the form of cash or Cash Equivalents (as defined in the Notes Indenture), (C) Company (or such Subsidiary, as the case may be) has complied with Article 10 of the Notes Indenture with respect thereto and (D) Agent has consented, to the extent such consent is required under the terms of the Agent's Loan Agreement or (ii) if such Asset Disposition occurs at a time that -2- the Notes Debt has been paid in full, but any Bonds Debt is outstanding, (A) Company or one of its Subsidiaries (as the case may be) receives consideration at the time of such Asset Disposition at least equal to the fair market value thereof, as determined in good faith by Company's board of directors and evidenced by a resolution of such board of directors, (B) not less than 75% of the consideration received by Company (or such Subsidiary, as the case may be) is in the form of cash or Cash Equivalents (as defined in the Bonds Loan Agreement), (C) Company (or such Subsidiary, as the case may be) has complied with Section 9.3 of the Bonds Loan Agreement with respect thereto and (D) Agent has consented, to the extent such consent is required under the terms of the Agent's Loan Agreement. View More

Approved Sale. Means the sale of the Company, in a single transaction or a series of related transactions, to a Person who is not an Affiliate of the Approving Stockholders (as hereinafter defined) (a) pursuant to which such Person proposes to acquire all or substantially all of the outstanding capital stock (whether by merger, consolidation, recapitalization, reorganization, purchase of the outstanding capital stock or otherwise) or all or substantially all of the consolidated assets of the Company, (b)... which has been approved by the Board and the holders of a majority of the Investor Shares, voting together as a single class (the "Approving Stockholders"), and (c) pursuant to which all holders of each class of capital stock and holders of securities exchangeable or convertible into such class of capital stock receive with respect thereto (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of capital stock (or underlying Common Stock in the case of an exchangeable or convertible security and net of any exercise or conversion price in such case) or, if any such holders are given an option as to the form and amount of consideration to be received, all holders are given the same option. 2 View More

Approved Sale. A transaction or a series of related transactions other than a Designated Merger: (i) including, but not limited to, by way of merger or consolidation, which results in any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), other than (A) any one or more of the Initial Stockholders or Affiliates thereof or (B) a non-U.S. entity with respect to which an Initial Stockholder or Affiliate thereof has... an administrative relationship, becoming the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a majority of the total voting power of the capital stock of Holdings or otherwise able to elect a majority of the board of directors of Holdings (for purposes of this definition, such person or group shall be deemed to beneficially own capital stock of Holdings that is held by any other corporation so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total capital stock of such other corporation); or (ii) which results in the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of Holdings and its subsidiaries, considered as a whole (other than to an Affiliate thereof). View More

Approved Sale. Means a "Sale of the Company" as that term is defined in the Stockholders Agreement.