Private Transaction definition

Private Transaction means any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities Act and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of the transaction for resale to the public pursuant to the Securities Act.

Private Transaction shall have the meaning assigned to such term in Section 4.13.

Private Transaction means any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities Act and/or (iii) securities for which the Company or any other issuer thereof has agreed to file a registration statement within 90 days of completion of the transaction for resale to the public pursuant to the Securities Act.

Examples of Private Transaction in a sentence

• In determining whether to grant approval for any investment for a Private Transaction, the Ethics Office will consider, among other things, whether it would be possible (and appropriate) to reserve that investment opportunity for one or more of the Firm’s clients, as well as whether the opportunity to invest has been offered to the Covered Person as a gift, or as compensation for services rendered.

• In determining whether to grant approval for any investment for a Private Transaction, the Conduct Risk Management Team will consider, among other things, whether it would be possible (and appropriate) to reserve that investment opportunity for one or more of the Firm’s clients, as well as whether the opportunity to invest has been offered to the Covered Person as a gift, or as compensation for services rendered.

• The first refusal rights of the Company and the transfer restrictions set forth in this Section 15 shall expire as to Shares on the earliest to occur of (i) the tenth anniversary of the date of this agreement, (ii) immediately prior to the closing of a public offering of Common Stock by the Company pursuant to an effective registration statement filed under the Securities Act, or (iii) the occurrence of an Acquisition that is not a Private Transaction.

• Private Transaction means a securities offering that is executed outside of a recognized securities exchange.

• In the event the Company consummates a Corporate Transaction that is not a Private Transaction (as defined below), then an additional 25% of the original number of shares of common stock subject to stock option agreements shall immediately vest and become exercisable upon the date of the consummation of such transaction.

More Definitions of Private Transaction

Private Transaction means a single privately negotiated sale (directly or indirectly) by a Company shareholder to a Third Party of shares aggregating in excess of 25% of the shares of Company Common Stock which shares were beneficially owned by such shareholder on the date of this Agreement.

Private Transaction means any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities the Securities Act of 1933, as amended, or any successor statute (the “Securities Act”) and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of the transaction for resale to the public pursuant to the Securities Act.

Private Transaction means a transaction in a listed security of a non-commercial nature that is carried out outside the commercial trading processes

Private Transaction means any transfer not covered by clause (i), (ii), (iii) or (vi) above.

Private Transaction means any Change of Control Event where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities Act of 1933, as amended (the “Act”) and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of the transaction for resale to the public pursuant to the Act.

Private Transaction means any transaction or series of transactions by which the Company acquires (i) Current Pay Notes and Discount Notes or (ii) Bridge Loans, in either case in an aggregate principal amount that would meet the Minimum Tender Condition with respect to such securities or loans, on substantially the terms provided for in the Lock-up Agreement.

Private Transaction means any transfer not covered by clause (i), (ii), (iii) or (vii) above.