Approved Transaction definition

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.

Examples of Approved Transaction in a sentence

The effect, if any, on a Cash Award of an Approved Transaction, Board Change or Control Purchase shall be prescribed in the applicable Agreement.
The Restricted Stock Units may become vested in accordance with Section 10.1(b) of the Plan in the event of an Approved Transaction, Board Change or Control Purchase following the Grant Date.
Documenting Preclearance and the Approved Transaction 8 Article VI.
In the case of an Approved Transaction, the Company shall provide notice of the pendency of the Approved Transaction at least fifteen (15) days prior to the expected date of consummation thereof to each Optionee entitled to acceleration.
In the event of any Approved Transaction or Control Purchase, if so provided for in the Agreement representing such Option, an Option may become exercisable in full in respect of the aggregate number of shares thereunder effective upon the Control Purchase or immediately prior to consummation of the Approved Transaction.

More Definitions of Approved Transaction

Approved Transaction shall have the meaning set forth in Section 7.3.

Approved Transaction means any of the following transactions consummated with the approval, recommendation or authorization of the Board:

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

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 would be changed or converted into or exchanged for cash, securities or other property, other than any such transaction in which the holders of the Common Stock 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 holders of the Common Stock 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.

Approved Transaction means any transaction that occurs at a time when -------------------- Continuing Directors are in office and a majority of the Continuing Directors then in office has determined that the transaction is in the best interest of the Company and its stockholders.

Approved Transaction means any tender offer, exchange offer, merger, sale of the Company, reclassification, reorganization, recapitalization or other transaction that has been approved or recommended by a majority of the At-Large Directors who are Independent Directors (and which at the time of Transfer continues to be approved or recommended by a majority of the At-Large Directors who are Independent Directors).

Approved Transaction when used with respect to TCI or the Company, as applicable, means any transaction in which the Relevant Board (or, if approval of the Relevant Board is not required as a matter of law, the stockholders of the Applicable Person) shall approve (i) any consolidation or merger of the Applicable Person, or binding share exchange, pursuant to which shares of common stock of the Applicable Person 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 Applicable Person 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 Applicable Person is a party as a result of which the persons who are common stockholders of the Applicable Person immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Applicable Person 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 Applicable Person, 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 Applicable Person. Notwithstanding the foregoing, none of such transactions that occur with respect to the Company while the Company is a Subsidiary of TCI and that are effected in connection with a spin off of the Company or rights offering of Company Common Stock to TCI's stockholders or equivalent transaction shall constitute an Approved Transaction.

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