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 any of the following transactions:
Examples of Excluded Transaction in a sentence
With respect to each Excluded Transaction, its actual termination date shall be the Early Termination Date for purposes of Section 10.3.1. The parties have selected either “Early Termination Damages Apply” or “Early Termination Damages Do Not Apply” as indicated on the Base Contract.
Owner shall also specify for each Excluded Person the type of transaction the consummation of which during the Term of this Agreement entitles such other broker to any compensation ("Excluded Transaction").
Preemptive Rights under this Section 5.2 shall not apply to issuances or sales of securities in any Excluded Transaction.
The following shall be added to the end of Section 5.2: "under applicable law on the Early Termination Date, then each such Transaction (individually, an "Excluded Transaction" and collectively, the "Excluded Transactions") shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below.
With respect to each Excluded Transaction, its actual termination date shall be the Early Termination Date for purposes of Section 10.3.1 7.____.
More Definitions of Excluded Transaction
Excluded Transaction means (a) any issuance of Equity Securities to employees, officers or directors of the Company or its subsidiaries pursuant to any stock option plan, equity incentive plan (including the Company 2019 Equity Incentive Plan) or other employee benefit arrangement approved by the Board, (b) any issuance of Warrant Shares hereunder or under any other Additional Warrants and/or (c) any issuance of Equity Securities in the following transactions: (i) any acquisition by the Company or any of its subsidiaries of any equity interests, assets, properties or business of any Person; (ii) any merger, consolidation or other business combination involving the Company or any of its subsidiaries (other than a Business Combination subject to Section 6.4); (iii) the commencement of any transaction or series of related transactions involving a change of control of the Company (other than a Business Combination subject to Section 6.4); (iv) any private placement of warrants to purchase Equity Securities of the Company to lenders or other institutional investors in any arm’s length transaction providing debt financing to the Company; and (v) any issuance of Equity Securities by the Company in connection with which the Holder exercised its participation or preemptive rights in accordance with the Investment Agreement.
Excluded Transaction means, with respect to the Class V Group:
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 a 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 (a) the issuance of Ordinary Shares upon the conversion of Series A Preference Shares, Series B Preference Shares or the Notes (or a portion hereof or thereof), (b) the grant of options or the issuance of Ordinary Shares to the employees, officers, directors, contractors, advisors or consultants of the Company under any share option plan of the Company duly approved by the Board, (c) the issuance of Equity Securities in connection with any share split, share dividend or other similar event of the Company, (d) the issuance of any Equity Securities pursuant to the acquisition of another corporation or entity by the Company (in a bona-fide non-financing transaction) by consolidation, merger, purchase of assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, a majority of the assets, voting power, or equity ownership of such other corporation or entity, or (e) the issuance of any Ordinary Shares issued as part of any debt financing with any financial institution.
Excluded Transaction means (a) options to purchase shares of Common Stock -------------------- which may be granted to employees, consultants or directors of the Company pursuant to a stock option plan approved by the Board of Directors of the Company, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock or (c) capital stock issued upon exercise, conversion or exchange of any Common Stock Equivalent.