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).
Excluded Transaction means a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the Voting Securities of the entity surviving the plan of reorganization, merger, consolidation or similar transaction (or the parent of such surviving entity) immediately after such plan of reorganization, merger, consolidation or similar transaction.
Excluded Transaction means (a) any issuance of shares of stock or options to purchase shares of Series E Preferred Stock or Common Stock pursuant to the Stock Option Plans, (b) any issuance of Common Stock (i) upon the conversion of shares of Series E Preferred Stock or shares of Series D Preferred Stock, (ii) as a dividend on shares of Series E Preferred Stock or shares of Series D Preferred Stock or (iii) upon conversion or exercise of any Common Stock Equivalents, (c) any issuance of Common Stock in connection with any Series E Liquidation Payment or Series D Liquidation Payment, (d) Capital Stock issued in consideration of an acquisition, approved by the Board of Directors, of another Person, (e) shares of Common Stock and Common Stock Equivalents issued in strategic transactions (which may not be private equity or venture capital financing transactions), approved by the Board of Directors, to Persons that are not principally engaged in financial investing, (f) the issuance of the Series E Purchase Rights and the Rights Shares, (g) shares of Series E Preferred Stock issuable pursuant to agreements entered into prior to the Series E Closing Date and (h) shares of Common Stock issuable upon conversion of the Apex Notes in accordance with the terms of the Convertible Note Purchase Agreement.
Examples of Excluded Transaction in a sentence
For example, if an Excluded Transaction occurs in 3 2022, its impact will be excluded from the calculation of 2022 Adjusted ROIC Growth and 2023 Adjusted ROIC Growth, but its impact will be included in 2023 Adjusted ROIC (and 2024 Adjusted ROIC) for the purpose of calculating 2024 Adjusted ROIC Growth.
For example, if an Excluded Transaction occurs in 2022, its impact will be excluded from the calculation of 2022 Adjusted EBITDA Growth Rate and 2023 Adjusted EBITDA Growth Rate, but its impact will be included in 2023 Adjusted EBITDA (and 2024 Adjusted EBITDA) for the purpose of calculating 2024 Adjusted EBITDA Growth Rate.
In the case of any Excluded Transaction, the Adjusted EBITDA for each Excluded Transaction shall be excluded from both the current year and the prior year in which the Adjusted EBITDA Growth Rate is being calculated, until the year in which growth is being calculated is two years after the Excluded Transaction, and at such time the impact of the Excluded Transaction will be included in both the current year and the prior year.
More Definitions of Excluded Transaction
Excluded Transaction means (i) the issuance of up to 6,534,268 shares of Common Stock pursuant to options, warrants and compensatory stock grants, issued and reserved for issuance as incentives for the Corporation's officers, directors, employees, former employees and consultants, (ii) the issuance pursuant to a warrant in favor of The Pacific Exchange, Incorporated dated August 27, 1996, of up to 2,104,000 shares of Common Stock (subject to adjustment as provided therein), (iii) the issuance pursuant to a warrant in favor of The Chicago Board Options Exchange, Incorporated dated December 31, 1996, of up to 1,000,000 shares of Common Stock (subject to adjustment as provided therein), (iv) the issuance pursuant to a warrant in favor of Dow Jones & Company, Inc. dated May 29, 1997, of up to 2,161,764 shares of Common Stock (subject to adjustment as provided therein), (v) the issuance pursuant to a warrant in favor of The Nasdaq Stock Market, Inc. dated September 1, 1998, of up to 11,250,000 shares of Common Stock (subject to adjustment as provided therein), (vi) the issuance of Common Stock upon conversion of the Series A Stock, and (vii) the issuance pursuant to a warrant in favor of Virginia Surety Company, Inc. dated April 23, 1998, of up to 500,000 shares of Common Stock (subject to adjustment as provided therein).
Excluded Transaction means any of the following transactions:
Excluded Transaction means, with respect to the Class V Group:
Excluded Transaction means issuances of shares of Common Stock pursuant to options or other convertible securities issued to employees, officers or directors, as approved by the Corporation’s Board of Directors, so long as such shares are subject to a lock-up agreement generally applicable to all officers and directors of the Corporation.
Excluded Transaction means, for purposes of the Strategic Alliance Agreement, any transaction or series of transactions (including any sale, acquisition, construction, development or redevelopment transaction or series of transactions) involving a property owned or being acquired by Loblaw (in whole or in part) and in respect of which, in the opinion of Loblaw, acting reasonably: (i) Choice Properties does not have the expertise or ability to complete such transaction(s) on substantially the same terms, or to substantially the same standard, or within substantially the same timing; (ii) any such transaction where Loblaw determines that Choice Properties does not own the requisite interests in land or that any person that is not Loblaw or a supplier to a Loblaw business has advantageous approvals, permits, consent rights or agreements in place that would benefit the ultimate transaction; or (iii) is (are) proposed to be entered into by Loblaw for strategic purposes and involves more than one property that is or will be owned by Loblaw, in whole or in part.
Excluded Transaction means any of the following transactions: The entering into any collaborative arrangement, licensing, joint venture, partnership, royalty agreement or similar agreements or other research, development, manufacturing or other commercial exploitation arrangements relating to Parent or any Subsidiary’s Intellectual Property or other assets (provided, that Parent has a reasonable basis for believing that the downstream economics potentially to be received by Parent and its Subsidiaries in connection with such collaborative arrangement, licensing, joint venture, partnership, royalty agreement or similar agreements or other research, development, manufacturing or other commercial exploitation arrangements relating to the IP, when combined with the potential downstream economics of rights in the IP retained by Parent and its Subsidiaries are adequate to enable Borrower to timely satisfy all obligations of the Borrower and its Subsidiaries under this Agreement), including, without limitation, but subject to the conditions set forth above, (1) any grant to any entity engaged in, or owned by an entity engaged in, the pharmaceutical or biotechnology industry of a license or option to obtain a license to any of Parent’s or any Subsidiary’s Intellectual Property or other assets, provided that Parent or a Subsidiary (and not any third party or any of Parent’s equity holders) directly receives from such entity all consideration paid or payable by such entity in consideration of such grant, which consideration may, but need not, include (without limitation) upfront, milestone, royalty and profit-sharing payments, (2) any grant of a license or option to obtain a license to any entity that intends to research, develop, commercialize or manufacture products or services covered by such Intellectual Property or other assets whether directly or through Parent, any Subsidiary or another entity, and (3) any arrangement or transfers of assets for the manufacture, research, promotion and development of Parent’s or any Subsidiary’s products and clinical trial management, and data analysis and similar activities in support of Parent’s or any Subsidiary’s development programs.
Excluded Transaction means (a) any issuance of up to an aggregate of two million (2,000,000) shares of restricted stock or options to purchase shares of Common Stock (subject to adjustment in the event of stock splits, combinations or similar occurrences) to employees, officers or directors of the Company pursuant to a stock option plan or other employee benefit arrangement approved by the Board of Directors and (b) any issuance of Common Stock upon conversion or exercise of any Common Stock Equivalents and/or (c) any issuance of Warrant Shares.