Qualified Sale

Qualified Sale. The sale of all or substantially all of assets or issued and outstanding capital stock of the Company, or merger or consolidation involving the Company in which stockholders of the Company immediately before such merger or consolidation do not own immediately after such merger or consolidation capital stock or other equity interests of surviving corporation or entity representing more than fifty percent in voting power of capital stock or other equity interests of such surviving corporation or... entity outstanding immediately after such merger or consolidation. View More

Qualified Sale. Means the first transaction that results in the Quadrangle Parties and their affiliated entities, as a group, having sold, assigned or otherwise transferred (including, without limitation, by merger, consolidation or distribution), in one or more transactions, to one or more parties that are not entities affiliated with the Quadrangle Parties, an aggregate of at least 60% of the aggregate number of shares, adjusted in accordance with Section 7(a) below, of Stock owned by the Quadrangle Parties,... as a group, on the Closing Date. View More

Qualified Sale. The first transaction that results in the Quadrangle Group and/or the Monarch Group having sold, assigned or otherwise transferred, directly or indirectly, (including, without limitation, by merger, consolidation or distribution) in one or more transactions, to one or more parties that are not entities affiliated with the Quadrangle Group (with respect to a sale, assignment or other transfer by the Quadrangle Group) or the Monarch Group (with respect to a sale, assignment or other transfer by... the Monarch Group), an aggregate of at least 51% of the aggregate number of shares of common stock of the Company owned by the Quadrangle Group and the Monarch Group, as a group, as of the date of this Agreement. For purposes of this definition only, "Quadrangle Group" means POI Acquisition L.L.C. and its affiliated entities, and "Monarch Group" means Monarch Alternative Capital LP, any fund that is controlled by it, including Monarch Master Funding Ltd., Monarch Debt Recovery Master Fund Ltd, Monarch Opportunities Master Fund Ltd, Monarch Income Fund Ltd, Monarch Capital Master Partners LP, and, as applicable, their affiliated entities; provided, for the avoidance of doubt, that the Monarch Group and the Quadrangle Group shall not be deemed to be affiliated with each other for purposes of this definition. View More

Qualified Sale. The meaning ascribed to it in the Company's Third Amended and Restated Certificate of Incorporation dated December 30, 2005.

Qualified Sale. Means an issuance of shares of Common Stock by the Issuer or a sale of Common Stock by Carola, VAI or their respective Affiliates, resulting in more than 50% of the outstanding Common Stock then outstanding being held, directly or indirectly, by a Person other than Carola, the Institutional U.S. Investor, the MBO Investors or their respective Affiliates.

Qualified Sale. Means a credit sale of a Timeshare Interest to a Purchaser, which is made by Borrower or its Affiliates or an FBS Developer (and assigned by FBS Developer to Borrower) in the ordinary course of its business and is consummated in compliance with all applicable Legal Requirements and in connection with which the Purchaser has made a down payment by cash, check or credit card or otherwise of at least ten percent (10%) of the Sales Price (which down payment may, (i) in the case of an Upgraded Note... Receivable, conversion in connection with an Introductory Loan, or a former NELO Loan, be represented in part or in whole by the principal payments and down payment made on, as applicable, such related Original Note, the Qualified Note relating to the former NELO Loan, the related Introductory Loan or the related Timeshare Interest, since its date of origination, or (ii) in the case of an Upgrade or a conversion in connection with an Introductory Product, be represented in whole or in part by the amount paid where the Purchaser has paid in full, whether at the point of sale or otherwise, for the original Timeshare Interest or Introductory Product, as applicable). View More