Extraordinary Transactions definition

Extraordinary Transactions means (a) any merger, consolidation, sale of all or substantially all of the assets, other business combination, liquidation, reclassification, recapitalization, restructuring or other similar action to which AVB is a constituent party, or (b) any issuance of securities to any Person or Group (within the meaning of Section 13(d)(3) of the Exchange Act) requiring approval of the common shareholders of AVB in accordance with any Law or the rules and regulations of the New York Stock Exchange as to such matters, as in effect from time to time.

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Extraordinary Transactions means a transaction other than in the Ordinary Course of Business, including, without limitation the assignment of NetJets Agreements, the assignment of Sellers’ Life Insurance Policies and the assignment of the Headquarters Property, each occurring after the Effective Closing Date and on or before the Closing Date.”

Extraordinary Transactions shall have the meaning ascribed to such term in SECTION 6.7 hereof.

Examples of Extraordinary Transactions in a sentence

• Similar principles shall apply for purposes of making allocations under this Agreement in respect of Extraordinary Transactions occurring on the Realignment Date after Realignment.

• Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted by New BBX Capital or any New BBX Capital Entity on the Distribution Date after the Distribution as occurring on the day after the Distribution Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law.

• Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted by Spinco or any Spinco Entity on the Closing Date after the Effective Time as occurring on the day after the Closing Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law.

• Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are effected by the Spinco Group on the Spinco Distribution Date after the Effective Time as occurring on the day after the Spinco Distribution Date to the extent permitted by Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or non-U.S. Law.

• Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted by Red Lion or any Red Lion Entity on the Closing Date after the Effective Time as occurring on the day after the Closing Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law and for purposes of allocating responsibility for Taxes pursuant to this Agreement.

More Definitions of Extraordinary Transactions

Extraordinary Transactions. . means (a) the acquisition by any person (defined for the purposes of this definition to mean any person within the

Extraordinary Transactions. In the event that there is any “Extraordinary Transaction” (as defined in the Partnership Agreement) with respect to which the general partner of the Partnership exercises its right under Section 8.6.B (iv) of the Partnership Agreement and a Protected Partner recognizes part or all of the Protected Gain as a result of the exercise by the general partner of such rights, there shall be deemed to be a disposition of all of the Protected Properties for purposes of Section 2.1, and Article 4 shall fully apply with respect thereto.

Extraordinary Transactions means (a) the acquisition by any person (defined for the purposes of this definition to mean any person within the meaning of Section 13(d) of the Exchange Act), other than Neoprobe or an employee benefit plan created by its Board of Directors for the benefit of its employees, either directly or indirectly, of the beneficial ownership (determined under Rule 13d(3) of the Regulations promulgated by the SEC under Section 13(d) of the Exchange Act) of Neoprobe Voting Securities having a majority of the voting power of all the Neoprobe Voting Securities issued by Neoprobe in the election of directors at the next meeting of the holders of Neoprobe Voting Securities to be held for such purpose; (b) a merger or consolidation of Neoprobe with another person, other than a merger or consolidation in which the holders of Neoprobe Voting Securities issued and outstanding immediately before such merger or consolidation continue to hold Neoprobe Voting Securities in the surviving or resulting corporation (in the same relative proportions to each other as existed before Omitted portions of this Exhibit 10.4.20 have been filed separately with the Commission and are subject to a request for confidential treatment under Rule 24b-2 **** Omitted and filed separately under Rule 24b-2 pursuant to which Neoprobe Corporation has requested Confidential Treatment of this information. 67 such event) comprising 80% or more of the voting power for all purposes of the surviving or resulting corporation; or (d) the transfer of substantially all of the assets of Neoprobe to another person other than a transfer to a transferee, 80% or more of the voting power of which is owned or controlled by Neoprobe or by the holders of Neoprobe Voting Securities issued and outstanding immediately before such transfer in the same relative proportions to each other as existed before such event Omitted portions of this Exhibit 10.4.20 have been filed separately with the Commission and are subject to a request for confidential treatment under Rule 24b-2 **** Omitted and filed separately under Rule 24b-2 pursuant to which Neoprobe Corporation has requested Confidential Treatment of this information. 68 EXHIBIT 14.2 MATERIAL INTELLECTUAL PROPERTY RIGHTS "Technology Transfer Agreement" between The Dow Chemical Company and Neoprobe Corporation, effective July 29, 1992. "Patent License Agreement -- Exclusive" between The Dow Chemical Company and the National Institutes of Health, the Centers for Disease Contro...

Extraordinary Transactions means any merger, demerger, increase or reduction in share capital or purchase of treasury shares.

Extraordinary Transactions means (A) a consolidation or merger of the Company with or into another entity or any similar transaction, (B) a dissolution, liquidation or winding up of the Company or (C) a sale or other transfer in a single transaction or a series of related transactions of all or substantially all of the assets of the Company or any other reorganization of the Company or similar transaction, in each case of clauses (A), (B) and (C) to the extent that such consolidation, merger, dissolution, liquidation, winding up, sale of assets or other reorganization or similar transaction requires the approval of the stockholders of the Company under Nevada law or the Company’s articles of incorporation and bylaws.

Extraordinary Transactions means:

Extraordinary Transactions means the Aggregate Cover Reallocation, the Capital Release, the Reorganisation and the Stop Loss Commutation; FSA means the Financial Services Authority; FSMA means the Financial Services and Markets ▇▇▇ ▇▇▇▇;