Sale of the Company

Example Definitions of "Sale of the Company"
Sale of the Company. Any transaction or series of related transactions (whether structured as a stock sale, merger, consolidation, reorganization, asset sale or otherwise) which results in (i) the sale or transfer of beneficial ownership of more than 50% of all then outstanding equity securities of the Company, (ii) the sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis, in each case, to a person or persons other than the stockholders of... the Company immediately prior to such transaction or their respective affiliates, or (iii) a Deemed Liquidation Event as defined in the Company's Certificate of Incorporation. View More
Sale of the Company. Any transaction (other than pursuant to a Public Offering) involving the Company or UHS and an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) a majority of the outstanding shares of capital stock of the Company or UHS (whether by merger, consolidation, sale of the capital stock or otherwise) or (ii) all or substantially all of the assets of the Company or UHS, as determined on a consolidated basis.
Sale of the Company. Means, (a) any consolidation, merger or recapitalization of the Company, or any sale, exchange, conveyance or other disposition of Company Shares in a single transaction or a series of transactions, in which the equity holders of the Company immediately prior to such consolidation, merger, recapitalization, sale, transaction or first of such series of transactions, own less than fifty percent (50%) of the Company's or any successor entity's issued and outstanding Company Shares immediately... after such consolidation, merger, recapitalization, sale, transaction or series of such transactions (provided that, for the avoidance of doubt, the IPO shall not constitute a "Sale of the Company"); or (b) any sale, lease or other disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. View More
Sale of the Company. Means the occurrence of (i) the consummation of any stock sale or consolidation, merger, plan of share exchange or other similar transaction involving the Company (any such transaction, a "Change of Control-Sale") as a result of which the holders of outstanding Voting Stock of the Company immediately prior to the Change of Control-Sale do not continue to hold at least fifty percent (50%) of the combined voting power of the outstanding Voting Stock of the surviving or continuing corporation... immediately after the Change of Control-Sale, disregarding any Voting Stock issued or retained by such holders in respect of securities of any other party to the Change of Control-Sale; or (ii) the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company to a third party that is not an Affiliate of the Company View More
Sale of the Company. Shall mean any Person, or more than one Person acting as a group within the meaning of Section 409A of the Code, acquires (by merger or pursuant to an offer which was open to all shareholders) ownership of stock of the Company that constitutes more than 90 percent of all outstanding stock of the Company.
Sale of the Company. Means a Stock Sale or a transaction that qualifies as a "Deemed Liquidation Event" as such term is defined in the Restated Certificate.
Sale of the Company. The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement, except that transactions with a Person or Persons that are a wholly owned Subsidiary (as defined in the Securityholders Agreement) of Vestar and/or Vestar/NMH Investors, LLC or NMH Investment, LLC shall be excluded.
Sale of the Company. Means (A) the closing of the sale, transfer or other disposition of all or substantially all of the Company's assets, (B) the consummation of the merger or consolidation of the Company with or into another entity, or (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a Person (defined as any individual, corporation, general or limited partnership, limited liability company, joint stock company, joint... venture, estate, trust, association, organization or any other entity or government body) or group of affiliated Persons (other than an underwriter) acting in concert, of the Company's voting securities if, after such closing, such Person or group of affiliated Persons would hold substantially all of the outstanding shares of the Company (or the surviving or acquiring entity). View More
Sale of the Company. The sale (in a single transaction or a series of related transactions) of the Company to any Independent Third Party or group of Independent Third Parties pursuant to which such Independent Third Party or group of Independent Third Parties acquires (a) a majority of the Common Stock on a Fully-Diluted Basis (whether by merger, consolidation, sale or Transfer of Common Stock, reorganization, recapitalization or otherwise), or (b) all or substantially all of the assets of the Company and its... Subsidiaries, determined on a consolidated basis. For purposes of this definition, all Common Stock that is issuable upon exercise or conversion of any Stock Equivalents acquired by an Independent Third Party shall be deemed to be issued and held by such Independent Third Party. View More
Sale of the Company. A merger or consolidation (other than one in which shareholders of the Company own a majority of the voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company in which the consideration is either all cash or securities that are either registered for sale on an exchange or quotation system or otherwise unrestricted
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