COC Transaction definition

COC Transaction means any of the following (i) a merger of the Company with and into an unaffiliated third party, (ii) the sale of all or any material portion of the business or assets of the Company to any Person other than OM plc or a Subsidiary of OM plc, (iii) the acquisition by any Person other than OM plc or a Subsidiary of OM plc of an amount equal to or greater than twenty-five percent (25%) of the issued and outstanding Ordinary Shares, (iv) a scheme of arrangement between the Company and its members pursuant to which any Person other than OM plc or a Subsidiary of OM plc acquires legal or beneficial ownership of twenty-five percent (25%) or more of the Equity Share Capital of the Company or any of its Subsidiaries, and (v) any other transaction or series of transactions resulting in a change of Control of the Company or any of its Subsidiaries.
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COC Transaction is defined in Section 1.6(a).
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COC Transaction is defined in the definition of “Merger Agreement”.
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Examples of COC Transaction in a sentence

  • For the avoidance of doubt, except as otherwise agreed in writing by the Lender, the consent and waiver set forth in this Section 1 shall be of no further force or effect, and shall be rescinded, on and at all times after February 28, 2019 in the event that the COC Transaction has not be consummated by February 27, 2019.

  • V= W + ZFor avoidance of doubt, it is clarified that the Employee Shareholders shall be entitled to Transfer their Revised Employee Shareholder Tag Entitlement in terms of this Article 3.4.5 only in the event the Transfer of the Revised Investor COC Securities results in a COC Transaction.

  • Employee shall be eligible to receive a bonus, subject to required withholdings, in the event of a COC Transaction (as defined below) or an IPO (as defined below), as the case may be, subject to the conditions set forth in this Section 5(c) as follows.

  • The “Value of the Company” shall be the value of the Company at the time of the COC Transaction or an IPO, as the case may be.

  • This data can then be used to represent the traffic conditions for the roadway group that the site belongs to.

  • If the expiration occurs on a day that the court is not in session, the EPO shall be extended until 11:59 p.m. on the next day that the juvenile and domestic relations district court is in session.

  • If the Seller exercises the Buy-Back Option, Seller shall, on or before following the consummation of a COC Transaction, purchase from the Buyer all of Buyer’s rights to the Revenue Participation and Milestone Right that will become due (and, if applicable, are due) for the Buy-Back Price.

  • Furthermore, if any party to the Holzman Agreement provides notice of termination within 60 days of a COC Transaction, Gil Holzman Holdings Inc.


More Definitions of COC Transaction

COC Transaction shall have the meaning ascribed to such term under Clause 5.11 (a);
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COC Transaction has the meaning given in Clause 24.1 (Right of First Offer);;
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COC Transaction means any transaction involving a change of control of GGB or the sale of all or substantially all of the assets of GGB, whether by merger, arrangement, amalgamation, share exchange or any other similar transaction. Code means the Internal Revenue Code of 1986, as amended. Companies means the Company, together with the Company Subsidiaries. Company has the meaning set forth in the Preamble. Company Anti-Money Laundering Laws has the meaning set forth in Section 3.26. Company Board has the meaning set forth in the Recitals. Company Business has the meaning set forth in the Recitals.
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COC Transaction means any Transaction that constitutes a Change of Control and as a result of which, in accordance with Section 4.1(j), a Warrant would, but for the provisions of Section 3.7 hereof, be exercisable for Substituted Property on or after the consummation thereof.
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Related to COC Transaction

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Strategic Transaction means a transaction or relationship in which the Company issues Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

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

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

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

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • 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).

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

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

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Alternative Transaction has the meaning set forth in Section 6.2(a).

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

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • 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.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Excluded Transactions means:

  • 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:

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • 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.