Alternative Business Transaction definition

Alternative Business Transaction means a business transaction involving a change of control of the Corporation or any subsidiary of the Corporation, including a merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture or the sale of all or substantially all of the Corporation’s assets, exchange of assets or any similar transaction;
Sample 1
Alternative Business Transaction means any issuance of securities of the Corporation in excess of 20% of the total value or number of securities of the applicable class currently outstanding on a fully diluted basis or the completion of a non-ordinary course business transaction involving the Corporation (including any merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets, but excluding an issuance of securities pursuant to the exercise of convertible securities of the Corporation outstanding on the date hereof);
Sample 1
Alternative Business Transaction means as a single transaction or as a series of related transactions:
Sample 1

Examples of Alternative Business Transaction in a sentence

  • If (i) the Offering is cancelled by the Company and SMTC and an Alternative Business Transaction is completed on or prior to February 17, 2005, the Company and SMTC will pay to the Lead Underwriter, in addition to amounts paid or payable to Lead Underwriter hereunder in reimbursement of the Lead Underwriter’s expenses, Cdn.

  • If the Transactions are not completed as a result of the Companies' decision, at any time, to breach this Item 15 and pursue an Alternative Business Transaction, the Companies shall immediately pay UH the amount of $100,000 payable in cash as a break fee.

  • If the Transactions are not completed because of EZ Global’s decision, at any time, to breach this Item 17 and pursue an Alternative Business Transaction, EZ Global shall immediately pay E-Waste the amount of $100,000 payable in cash as a break fee.


More Definitions of Alternative Business Transaction

Alternative Business Transaction means: (i) a financing which has the effect of replacing the Offering; or
Sample 1
Alternative Business Transaction means any debt or equity financing transaction, other than a bank loan from one or more commercial bank lenders, completed by the Issuer or any affiliate or subsidiary thereof in respect of which the Agent is not the sole underwriter, placement agent, arranger or initial purchaser, or in respect of which the Agent does not receive at least the same amount of compensation as it would have been entitled under the Offering.‌
Sample 1
Alternative Business Transaction in this Agreement shall mean: (a) the issuance or sale of securities from treasury by Quarry, or any transfer of securities of Quarry in excess of 20% of the total value or number of securities of Quarry currently outstanding (whether in one or more transactions); or (b) a business transaction involving any change of control of Quarry, including a merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, share exchange, sale or exchange of all or substantially all of the assets of Quarry or any similar transactions. If the transactions contemplated herein are not completed by the Vendors even though all of the conditions contained in sections 13.1 and 14.1 hereof have been satisfied and, on or before May 31, 2003:
Sample 1
Alternative Business Transaction means (a) the issuance of equity securities of the Company or SMTC or securities of the Company or SMTC convertible or exchangeable into equity securities of the Company or SMTC resulting in the issuance in excess of 10% of the aggregate number of Exchangeable Shares and Common Shares outstanding on February 17, 2004 on a fully diluted basis (without duplication and other than (i) pursuant to SMTC’s stock option plan or share purchase plan, and (ii) any instrument outstanding on February 17, 2004 that is convertible into or exchangeable for voting securities of SMTC) or (b) a business transaction involving a change in the control of SMTC including a merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, or sale of all or substantially all of the assets of SMTC (which, for greater certainty, excludes any such business transaction that is an internal reorganization currently contemplated in SMTC’s business plans). An Alternative Business Transaction will not include a restructuring of SMTC’s existing bank debt (i) without third party equity capital; or (ii) that is on terms and conditions and that provides SMTC’s existing lenders with consideration that in aggregate is less favourable than as provided in Exhibit “B”;
Sample 1

Related to Alternative Business Transaction

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Contactless Transaction means a Transaction that is authorised by you touching or holding your Card or linked device against or near a POS Terminal without the need to insert your Card.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Public-finance transaction means a secured transaction in connection with which:

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).