Competing Transaction definition
Competing Transaction has the meaning set forth in Section 6.1(n).
Competing Transaction means any business combination or recapitalization involving Seller or any acquisition or purchase of all or a significant portion of the assets of, or any material equity interest in, Seller or any other similar transaction with respect to Seller involving any Person or entity other than Buyer other than a transaction involving the Excluded Assets.
Competing Transaction means any of the following (other than the Transactions): (i) any merger, consolidation, share exchange, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or to which 15% or more of the total revenue or net income of the Company are attributable; (ii) any sale, lease, exchange, transfer or other disposition of assets or businesses that constitute or represent 15% or more of the total revenue, net income or assets of the Company and its Subsidiaries, taken as a whole; (iii) any sale, exchange, transfer or other disposition of 15% or more of any class of equity securities of the Company, or securities convertible into or exchangeable for 15% or more of any class of equity securities of the Company; (iv) any tender offer or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of equity securities of the Company; or (v) any combination of the foregoing.
Examples of Competing Transaction in a sentence
The Company shall, subject to applicable law, without undue delay notify the Bidder in case it receives a bona fide written (email being sufficient) offer that, in the reasonable opinion of the Management Board based on the advice of its legal and financial advisors, is reasonably likely to result in a Competing Transaction or a Superior Offer within the meaning of Section 4.4.2, stating the material terms and conditions of such written offer.
The Company shall promptly notify Buyer after receipt by the Company Group, Seller, the Beneficial Owner or any of their respective Representatives of any proposal for, or inquiry respecting, any Competing Transaction or any request for nonpublic information in connection with such proposal or inquiry.
More Definitions of Competing Transaction
Competing Transaction shall have the meaning specified in Section 6.3.
Competing Transaction means a transaction of any kind (including, without limitation, a merger, consolidation, share exchange, reclassification, reorganization, recapitalization, sale or encumbrance of substantially all the assets of the Company outside the ordinary course of business, or sale or exchange by stockholders of the Company of all or substantially all the shares of the Company's capital stock) proposed by any person(s).
Competing Transaction shall have the meaning given such term in Section 6.12.
Competing Transaction means any sale, disposition or transfer of all or part of the Transferred Assets to a Person (other than Buyer or its Affiliates), whether by purchase of assets, sale of equity of any Person, merger or otherwise, other than the transactions contemplated by this Agreement.
Competing Transaction means any of the following (other than the Transactions): (i) any merger, consolidation, share exchange, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or to which 15% or more of the total revenue or net income of the Company are attributable; (ii) any sale, lease, exchange, transfer or other disposition of assets or businesses that constitute or represent 15% or more of the total revenue, net income or assets of the Company and its Subsidiaries, taken as a whole; (iii) any sale, exchange, transfer or other disposition of 15% or more of any class of Equity Securities of the Company, or securities convertible into or exchangeable for 15% or more of any class of Equity Securities of the Company; (iv) any tender offer or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of Equity Securities of the Company; or (v) any combination of the foregoing.
Competing Transaction means any proposal or offer from or to, or any agreement or understanding with, any Third Party relating to any direct or indirect acquisition, in one transaction or a series of transactions, of interests in all or a material portion of the Assets (excluding the Excluded Assets), or any transaction such as the transaction contemplated by this Agreement and the Transaction Documents, in each case other than this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.
Competing Transaction is defined in Section 5.05(a).