Company Sale

Company Sale. Means: (a) a merger or consolidation in which (i) the Company is a constituent party, or (ii) a Company Subsidiary is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (i) or (ii) any such merger or consolidation involving the Company or a Company Subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or... are converted into or exchanged for shares of capital stock which represent, immediately following such merger or consolidation, more than 50% by voting power of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company Subsidiary of all or substantially all the assets of the Company and the Company Subsidiaries taken as a whole (except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company Subsidiary); or (c) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities. View More

Company Sale. Shall be deemed to have occurred if, at any time (i) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction or (ii) the Company sells or transfers its assets, as an entirety or substantially as an entirety, to... another Person. View More

Company Sale. The sale of all or substantially all of the business of a member of the TOIC Group.

Company Sale. The term "Company Sale" shall mean the dissolution of the Company in accordance with this Agreement or the consummation of a transaction, whether in a single transaction or in a series of related transactions that are consummated contemporaneously (or consummated pursuant to contemporaneous agreements), with any other Person or group of related Persons (other than Vestar or Greenbriar) on an arm's-length basis, pursuant to which such Person or group of related Persons (i) acquire (whether by... merger, stock purchase, recapitalization, reorganization, redemption, issuance of capital stock or otherwise) more than 50 percent of (A) the Company's Units or (B) the total number of shares of AT Holdings Corporation's or Argo-Tech Corporation's common stock outstanding (in each case assuming that all equity securities convertible into or exercisable for the Company's Units or for shares of common stock of AT Holdings or Argo-Tech, as the case may be, have been so converted or exercised), or (ii) acquire assets constituting all or substantially all of the assets of the Company's Subsidiaries on a consolidated basis; provided that in no event shall a Company Sale be deemed to include any transaction effected for the purpose of (x) changing, directly or indirectly, the form of organization or the organizational structure of the Company or any of its Subsidiaries or (y) contributing equity securities to entities controlled by the Company. View More

Company Sale. Shall mean any event that results in the receipt of consideration by the Company in respect of its assets or stock or by any of the stockholders of the Company in respect of their shares, including without limitation: (a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if fifty percent (50%) or more of the combined voting power of the continuing or surviving entity's securities outstanding immediately... after such merger, consolidation or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization; or PEOPLESUPPORT, INC. 2002 MANAGEMENT INCENTIVE PLAN -1- (b) Any transaction in or by means of which one or more persons acting in concert acquire, in the aggregate, fifty percent (50%) or more of the combined voting power of Company's outstanding equity securities; (c) The sale, transfer or other disposition of fifty percent (50%) or more of the assets of the Company; or (d) The initial public offering of securities of the Company for the benefit of the Company or its stockholders pursuant to a registration statement filed with the Securities and Exchange Commission. View More

Company Sale. Shall have the meaning ascribed to it in the Stockholders Agreement.

Company Sale. : (a) the acquisition of the Company by another entity (or group of affiliated entities or entities operating as a group) by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) unless the Company's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company's acquisition or... sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity (except that the sale by the Company of shares of its capital stock to investors in bona fide financing transactions shall not be deemed to be an acquisition for this purpose) or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company Subsidiary of all or substantially all the assets of the Company and the Company Subsidiaries taken as a whole (except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company Subsidiary). View More

Company Sale. Means an Acquisition (as defined in the Certificate of Incorporation of the Company in effect on the date hereof (the "Charter")) or an Asset Transfer (as defined in the Charter).

Company Sale. Means a transaction or series of related transactions resulting directly or indirectly in (i) the sale of all or substantially all of the Company to an unaffiliated third party, (ii) a sale resulting in more than fifty percent (50%) of the membership interests (representing either capital or profits) of the Company being held by an unaffiliated third party, or (iii) a merger, consolidation, recapitalization or reorganization of the Company with or into an unaffiliated third party; provided that... "Company Sale" shall not include the first Two Hundred Million Dollars ($200,000,000) raised pursuant to any Qualified Financing. View More

Company Sale. Shall have the meaning set forth in the Note.