Sale of the Company

Example Definitions of "Sale of the Company"
Sale of the Company. Any transaction or series of related transactions pursuant to which any Person or group of related Persons in the aggregate acquire(s) (i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company's equity, securityholder or voting agreement, proxy, power of... attorney or otherwise) or (ii) all or substantially all of the Company's assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company View More
Found in SOLERA HOLDINGS, INC contract
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Sale of the Company. Any transaction or series of related transactions pursuant to which any Person or group of related Persons (other than the Gill family and its Affiliates) in the aggregate acquire(s) (i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Company's Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company's equity, equity securities, securityholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company's assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company basis View More
Found in SYPRIS SOLUTIONS INC contract
Sale of the Company. Any transaction or series of related transactions pursuant to which any Person Person(s) or a group of related Persons (other than the Investor Group and their Affiliates) in the aggregate acquire(s) (i) equity securities capital stock of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of... the Company's equity, securityholder capital stock, shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company's assets determined on a consolidated basis; provided provided, that a Public Offering shall not constitute a Sale of the Company shall not include a Public Offering View More
Found in HILLMAN COMPANIES INC contract
Sale of the Company. Any transaction or series of related transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the aggregate acquire(s) (i) beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act) of equity securities of the Company or Parent possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) noncompliance that has not yet occurred) to elect... a majority of the Board or of the board of directors of Parent (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company's or Parent's equity, securityholder security holder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company's or Parent's assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company Company. View More
Found in SYNIVERSE HOLDINGS INC contract
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Sale of the Company. (A) a merger or consolidation effecting a change in control of the Company such that the holders as of the close of business on the date of this Agreement of the Company's capital stock and securities or rights convertible into or exchangeable or exercisable for capital stock cease to have the power to elect a majority of the Board, (B) a sale of all or substantially all of the Company's assets, (C) a sale to any person or entity or group of affiliated persons or entities of the Company's... outstanding voting securities having the voting power to elect a majority of the Board or (D) any other transaction as a result of which Madison Dearborn Capital Partners III, L.P. and its affiliates cease to have the power to elect a majority of the Board and any person or entity or group of affiliated persons or entities obtains the power to elect a majority of the Board View More
Found in Ruth's Hospitality Group, Inc. contract
Sale of the Company. (A) a merger or consolidation effecting a change in control of the Company such that the holders as of the close of business on the date of this Agreement of the Company's capital stock and securities or rights convertible into or exchangeable for or exercisable for into capital stock cease to have the power to elect a majority of the Board, Company's board of directors, (B) a sale of all or substantially all of the Company's assets, (C) a sale to any person or entity or group of affiliated... persons or entities of the Company's outstanding voting securities having the voting power to elect a majority of the Board Company's board of directors or (D) any other transaction as a result of which Madison Dearborn Capital Partners III, L.P. and its affiliates cease to have the power to elect a majority of the Board Company's board of directors and any person or entity or group of affiliated persons or entities obtains the power to elect a majority of the Board Company's board of directors View More
Found in Ruth's Hospitality Group, Inc. contract
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Sale of the Company. (i) any sale or transfer by the Company or its Subsidiaries of all or substantially all (as defined under Delaware law) of their assets on a consolidated basis, or (ii) any consolidation, merger or reorganization of the Company with or into any other entity or entities as a result of which any person or group other than the Investors obtains possession of voting power (under ordinary circumstances) to elect a majority of the surviving corporation's board of directors
Found in DATTO HOLDING CORP. contract
Sale of the Company. (i) any sale or transfer by the Company or its any of the Significant Subsidiaries of all or substantially all (as defined under Delaware law) of their assets on a consolidated basis, or (ii) any consolidation, merger or reorganization of the Company or any of its Significant Subsidiaries with or into any other entity or entities as a result of which any person Person or group other than the Investors obtains possession of voting power (under ordinary circumstances) to elect a majority of the... surviving corporation's entity's board of directors or, in the case of a surviving entity which is not a corporation, governing body. View More
Found in INTEGRAL AD SCIENCE HOLDING LLC contract
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Sale of the Company. Means any transaction or series of transactions pursuant to which any Person or group of related Persons (other than the Investor Stockholder and/or its Affiliates) acquire (i) equity securities of the Company possessing the voting power under normal circumstances to elect a majority of the Company's board of directors, or (ii) all or substantially all of the Company's assets determined on a consolidated basis (in either case, whether by merger, consolidation, sale or transfer of the Company's... equity securities, or sale or transfer of the Company's consolidated assets). View More
Found in Silicon Graphics International Corp contract
Sale of the Company. Shall mean either: (i) a transaction or series of related transactions in which an unaffiliated Person, or a group of unaffiliated related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a "Stock Sale"); or (ii) a transaction that qualifies as a "Deemed Liquidation Event" as defined in the Amended Articles.
Found in STONEGATE MORTGAGE CORP contract
Sale of the Company. Shall mean the occurrence of any of the following: (a) a sale or other disposition of the assets of the Company and its Subsidiaries (it being understood that a Subsidiary shall constitute an asset for purposes of this definition) which, taken as a whole, accounted for 80% or more of the Company's Consolidated EBITDA as of the date of such sale or other disposition; or (b) a transaction which results in the sale or other disposition (including by merger or recapitalization) of at least 80% of... the Company's Stock held by the Investors immediately prior to such event for consideration other than cash or marketable securities. View More
Found in WEST CORP contract
Sale of the Company. Means any transaction involving the Company or its stockholders and an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (a) a majority of the Company's outstanding shares of capital stock entitled to vote generally in the election of the Board (whether by merger, consolidation or sale or transfer of the Company's outstanding shares of capital stock or otherwise) or (b) all or substantially all of the Company's assets... determined on a consolidated basis (for purposes hereof "all or substantially all" shall have the meaning given such phrase in the Revised Model Business Corporation Act). View More
Found in POSITRON CORP contract
Sale of the Company. (A) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing fifty percent (50%) or more of the outstanding voting power of the Company, (B) a merger or consolidation in which (a) the Company is a constituent party or (b) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or... consolidation involving the Company or a 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 or exchanged for shares of capital stock which represent, immediately following such merger or consolidation at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) 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; or (C) the sale, lease, exclusive license, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole except where such sale, lease, transfer or other disposition is to a wholly owned subsidiary of the Company View More
Found in ARROWHEAD PHARMACEUTICALS, INC. contract
Sale of the Company. Means any transaction or series of transactions pursuant to which any Person or group of related Persons (other than Parthenon) acquires, directly or indirectly, (i) equity securities of the Company possessing the voting power under normal circumstances to elect a majority of the Board, or (ii) all or substantially all of the Company's assets determined on a consolidated basis (in either case, whether by merger, consolidation, sale or transfer of the Company's equity securities, sale or... transfer of the Company's consolidated assets or otherwise), provided that a Sale of the Company shall not include a Public Offering or a reincorporation of the Company in another jurisdiction (whether by merger or otherwise). View More
Found in Performant Financial Corp contract
Sale of the Company. Means either (i) a sale of more than 50% of the assets of the Company or the Parent (ii) a sale or other transfer of more than 50% of the Company's then outstanding stock or the Parent's outstanding Units (as defined in the LLC Agreement) in a single transaction to persons or entities who are not stockholders or unitholders at the time of the sale. For purposes of determining whether a sale of more than 50% of the Company's or Parent's assets has occurred, the change of ownership rules set... forth in Treas. Reg. § 1.409A-3(i)(5)(vii) shall apply. For purposes of determining whether any person or entity is a stockholder or a unitholder at the time of sale of more than 50% of the stock of the Company or Units of the Parent, the attribution of ownership rules set forth in Treas. Reg. § 1.409A-3(i)(5)(iii) shall apply. For purposes of determining whether a sale or other transfer of more than 50% of the outstanding stock of the Company or Units of the Parent has occurred, the change in corporate ownership rules set forth in Treas. Reg. § 1.409A-3(i)(5)(v), shall apply. Notwithstanding the foregoing, neither of the events in clauses (i) or (ii) herein shall be deemed a "Sale of the Company" unless such event is a "change in the ownership or event control of the corporation, or in the ownership of a substantial portion of the assets of the corporation" as defined in and for purposes of Section 409A of the Code and the regulations thereunder View More
Found in STR HOLDINGS, INC. contract
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