Sale of the Company

Example Definitions of "Sale of the Company"
Sale of the Company. Has the meaning set forth in the Stockholders Agreement, dated as of September 3, 2013, by and among the Company and certain of its stockholders (as in effect on the date hereof).
Sale of the Company. (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its... parent) immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred; provided, however, that a Sale of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company View More
Sale of the Company. The sale of the Company to any Person or group of Persons pursuant to which such Person or Persons acquire i capital stock of the Company either representing more than 50% of the outstanding capital stock of the Company and/or possessing the voting power to elect a majority of the board of directors of the Company whether by merger, consolidation, sale, or transfer of the Company's capital stock or ii all or substantially all the Company's assets determined on a consolidated basis.
Sale of the Company. Any person or entity together with its affiliates (but in all cases, not including any Excluded Persons) acquires (by purchase, merger or otherwise), directly or indirectly, in one transaction or in a series of related transactions, capital stock of the Company having a fair market value in excess of 50% of the total fair market value of the then outstanding capital stock of the Company. "Excluded Person" means any person or entity who is an affiliate of the Company on the Grant Date. For... purposes of this definition, "affiliate" has the meaning set forth in Rule 405 of the Securities Act of 1933, as amended View More
Sale of the Company. The meaning set forth in the LLC Agreement
Sale of the Company. Means the sale of the Company, including in one transaction or a series of related transactions, to a third party or parties pursuant to which such party or parties acquires or would upon completion of the such transaction or series of transactions (i) equity securities of the Company representing more than 50% of the voting power of all outstanding voting equity interests (whether by way of merger or consolidation or otherwise), or (ii) all or substantially all of the assets of the Company and... its Subsidiaries determined on a consolidated basis. View More
Sale of the Company. Means either (i) the sale, lease, license, transfer, conveyance or other disposition, in one transaction 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 a series of related transactions (including by way of merger, consolidation, recapitalization, reorganization or sale of securities by the holders of securities of the Company) the result of which is that (A) the holders of the... Company's outstanding voting securities or their Affiliates immediately prior to such transaction or series of related transactions are (after giving effect to such transaction or series of related 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, and (B) the CPF Members are no longer entitled to appoint at least three managers to the Board. Notwithstanding the foregoing, (a) no such transaction or series of related transactions (including by way of merger, consolidation, recapitalization, reorganization, sale of units or otherwise) in connection with a Public Offering of the Company shall be deemed a Sale of the Company and (b) a Sale of the Company shall not include any such transaction or series of related transactions effected by the issuance of voting securities by the Company, unless in connection with such issuance the Company either (x) redeems securities of the Company outstanding immediately prior to such issuance having a redemption price equal to more than 50% of the Company Total Equity Value immediately prior to such issuance or (y) makes a distribution upon the securities of the Company outstanding immediately prior to such issuance in an amount equal to more than 50% of the Company Total Equity Value immediately prior to such issuance payable otherwise than in cash out of earnings or earned surplus and other than a dividend payable solely in equity securities of the Company. Notwithstanding this definition of "Sale of the Company", holders of a majority of the Class A Units and holders of a majority of the Class D Units, voting separately, may waive the classification of a certain transfer, acquisition, merger or other transaction as a "Sale of the Company". View More
Sale of the Company. Shall have the meaning ascribed to such term in the Voting Agreement.
Sale of the Company. Any transaction or series of related transactions (whether by merger, consolidation, sale or transfer of securities, sale or transfer of assets or otherwise) pursuant to which one or more Independent Third Parties acquire, directly or indirectly, (A) at least fifty percent (50%) of the Shares or the right to elect a majority of the Company's board of directors, or (B) all or substantially all of the Company's assets determined on a consolidated basis (whether by transfer, assignment, exclusive... license or other disposition). View More
Sale of the Company. Means a transaction or series of related transactions in which an independent third Person, or an independent group of related third Persons, acquires (whether by merger, consolidation, sale, exclusive license, exclusive marketing or distribution, recapitalization, transfer, exchange or other distribution or disposition) from stockholders of the Company shares representing more than fifty percent (50%) of (i) the issued and outstanding shares of capital stock of the Company or any of its... subsidiaries (provided that, in the case of such sale of the shares of capital stock of any of the Company's subsidiaries, the shares of capital stock of such subsidiary or subsidiaries constitute substantially all of the assets of the Company and its subsidiaries, taken as a whole), or (ii) the assets of the Company and its subsidiaries, taken as a whole. View More
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