Sale of a Subsidiary Sample Clauses

The 'Sale of a Subsidiary' clause governs the terms and conditions under which a company may sell, transfer, or otherwise dispose of its subsidiary entities. Typically, this clause outlines the required approvals, such as board or shareholder consent, and may specify notification obligations or restrictions on the timing and manner of the sale. Its core function is to ensure that all parties are aware of and agree to significant changes in the corporate structure, thereby protecting the interests of stakeholders and maintaining transparency in major business transactions.
Sale of a Subsidiary. If the Participant is entitled to a benefit pursuant to Section 5(d), distributions shall be made in accordance with Section 5(e) not later than the 70th day after the date the Sale of a Subsidiary is consummated.
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Sale of a Subsidiary. Promptly following the sale by the Company of either Fluent or AT (a "Sale"), then: (a) Executive shall be paid a lump sum amount equal to 24% of his Base Salary immediately prior to the Fluent Sale for the greater of (i) the remainder of the Employment Period, up to a maximum of 24 months, and (ii) 9 months, and any payment due under Section 3(c) provided that such lump sum amount shall be reduced to the extent any acquirer in the Fluent Sale agrees to pay any compensation to Executive as an employee. (b) Executive will continue to serve, on a full-time basis to be agreed upon by the Company's Chief Executive Officer, as the Chief Financial Officer of the Company and the Subsidiary for the remainder of the Employment Period, with a Base Salary equal to 76% of Executive's Base Salary immediately prior to the Sale, with full benefits as provided by the Agreement and with Bonus eligibility for up to 30% of the reduced Base Salary. (c) If control of the Company is transferred in connection with the Sale, then all references in the Agreement and this Amendment to the Company (other than in the definitions of Confidential Information and Work Product) shall instead mean the Remaining Subsidiary, and after consummation of such Sale the Company shall have no liability or obligations under the Agreement or this Amendment. All provisions of the Agreement applicable to the Subsidiary that is transferred in the Sale (other than references in Sections 5, 6 and 7 of the Agreement) shall terminate and cease to apply, and after consummation of such Sale such Subsidiary shall have no liability or obligations under the Agreement or this Amendment.
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Sale of a Subsidiary. Promptly following the sale by the Company of either Fluent or AT (a "Sale"), then: (a) Executive shall be paid a lump sum amount equal to 50% of his Base Salary immediately prior to the Sale for the greater of (i) the remainder of the Employment Period, up to a maximum of 24 months, and (ii) 9 months, and any payment due under Section 3(c) provided that such lump sum amount shall be reduced to the extent any acquirer in the Sale agrees, prior to or upon consummation of the Sale (or as a result of discussions prior to consummation of the Sale), to pay any compensation to Executive as an employee. (b) Executive will continue to serve, on a part-time basis not to exceed 50% of customary annual work hours, to be agreed upon by the Company's Chief Executive Officer, as the Vice President, General Counsel and Secretary of the Company and the Subsidiary that is not sold in the Sale (the "Remaining Subsidiary") for the remainder of the Employment Period, with a Base Salary equal to 50% of Executive's Base Salary immediately prior to the Sale, with full benefits as provided by the Agreement and with Bonus eligibility for up to 33 1/3% of the reduced Base Salary. Executive may, with the consent of the Company's Chief Executive Officer, work from a location which is remote to the Company's headquarters. (c) If control of the Company is transferred in connection with the Sale, then all references in the Agreement and this Amendment to the Company (other than in the definitions of Confidential Information and Work Product) shall instead mean the Remaining Subsidiary, and after consummation of such Sale the Company shall have no liability or obligations under the Agreement or this Amendment. All provisions of the Agreement applicable to the Subsidiary that is transferred in the Sale (other than references in Sections 5, 6 and 7 of the Agreement) shall terminate and cease to apply, and after consummation of such Sale such Subsidiary shall have no liability or obligations under the Agreement or this Amendment.
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Related to Sale of a Subsidiary

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Sale of Assets, Etc (a) Subject to the penultimate paragraph of this clause (a), the Company will not and will not permit any of its Restricted Subsidiaries to make any Transfer, provided that the foregoing restriction does not apply to a Transfer if: (i) the property that is the subject of such Transfer constitutes (A) inventory, (B) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company and the Restricted Subsidiaries or that is obsolete or (C) checks, drafts, money orders or other instruments with respect to accounts receivable that are to be collected in the ordinary course of business, and, in each case, such Transfer is in the ordinary course of business; (ii) such Transfer is (A) from a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary or (B) from the Company to a Wholly-Owned Restricted Subsidiary; (iii) such Transfer is subject to Section 11.2 and satisfies the requirements thereof; or (iv) such Transfer is not a Transfer described in clause (i) through clause (iii) above, and all of the following conditions shall have been satisfied with respect to such Transfer (each such Transfer is referred to as a "Basket Transfer"): (A) in the good faith opinion of the Board of Directors of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to the greater of book value or the Fair Market Value of the property exchanged, is in the best interests of the Company and the Restricted Subsidiaries, and is not detrimental to the interests of the holders of Notes, (B) immediately after giving effect to such transaction no Default or Event of Default would exist, and (C) immediately after giving effect to such Transfer, (I) the book value of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10% of Consolidated Tangible Net Assets determined as of the end of the then most recently fiscal year of the Company ended prior to such period, and (II) the Operating Income Contribution Percentage of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10%. For purposes of determining the book value of any property that is the subject of a Transfer, such book value shall be the book value of such property, as determined in accordance with GAAP, at the time of the consummation of such Transfer, provided that, in the case of a Transfer of any capital stock or other equity interests of a Subsidiary, as provided in Section 11.9(b), the book value thereof shall be deemed to be an amount equal to

  • Merger or Sale of Assets In the event that the Company shall effect (i) any consolidation or merger of the Company with or into any other person in which those holding more than 50% of the voting power of the Company prior to the consolidation or merger no longer hold more than 50% of the voting power of the surviving entity, or (ii) the sale or other disposition of all or substantially all of the Company's assets to any other person, in such a way that the holders of Common Stock shall be entitled to receive cash, securities, evidences of indebtedness or other property with respect to or in exchange for their shares of Common Stock, then, in each such event and as a condition precedent to the consummation thereof, the Company or such other person as is formed by or survives such consolidation or merger or acquires such assets, as the case may be, shall execute and deliver to the Holder, without payment of any additional consideration therefor, a new Warrant (in form and substance approved by the Holder, which approval shall not be unreasonably withheld or delayed) providing that the Holder shall have the right thereafter, during the period such Warrant shall remain outstanding, to exercise such Warrant into the kind and amount of cash, securities, evidences of indebtedness and other property as the Holder would have received had the Holder been the record owner, at the time of such consolidation, merger, sale or disposition, of that number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the consummation of such consolidation, merger, sale or disposition. If the holders of the Common Stock may elect from choices the kind and/or amount of cash, securities, evidences of indebtedness and other property receivable upon such consolidation, merger, sale or disposition, then, for purposes of this Section 3(d), the kind and amount of cash, securities, evidences of indebtedness and other property receivable by the Holder upon exercise of such new Warrant shall be specified by the Holder, which specification shall be made by the Holder by the later of (I) ten (10) business days after the Holder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock, or (II) the last time at which the holders of Common Stock are permitted to make their specifications known to the Company; provided, however, that if the Holder fails to make any specification within such time period, the Holder's choice shall be deemed to be whatever choice is made by a plurality of the holders of Common Stock not affiliated with the Company or, in the case of a consolidation, merger, sale or disposition, the other parties thereto. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The foregoing provisions shall similarly apply to successive consolidations, mergers or asset acquisitions.

  • Sale of the Company (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

  • ▇▇▇▇▇▇, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.