Inconsistent Transaction definition

Inconsistent Transaction means any merger, arrangement, amalgamation, take-over bid, recapitalization, liquidation, winding-up, sale of 20% or more of the assets on a consolidated basis (or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale), sale of 20% or more of the Shares or rights or interests therein or thereto, or similar business combination or transactions, of or involving Data Deposit or any material subsidiary of Data Deposit, or a proposal to do so, other than with HostPapa.

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Inconsistent Transaction has the meaning set forth in Section 4.1.

Inconsistent Transaction means any transaction that is inconsistent with this Agreement, the Plan or the Restructuring Support Agreement, including without limitation, (a) a merger, consolidation, business combination, recapitalization or refinancing of either of the Debtors (in one or a series of related transactions) on terms other than as set forth in the Plan, (b) the issuance, sale, transfer, exchange or other disposition by either of the Debtors of any equity interests (other than common stock issued in respect of any employee stock options), or all or substantially all of its assets, on terms other than as set forth in the Plan, (c) the filing of a plan of reorganization that does not contemplate a reorganization of the Debtors on the terms set forth in the Plan, (d) the acceptance of the Company of parties (other than the Backstop Equity Investors) as “backstop equity investors” for the Rights Offering or (e) any other transaction or transactions rendering the Rights Offering no longer practicable.

Examples of Inconsistent Transaction in a sentence

Furukawa shall promptly notify JDS and Uniphase in writing of any proposal of which Furukawa becomes aware for an Inconsistent Transaction and of any request in connection with such a proposal for non-public information relating to JDS or any of its material subsidiaries and of all the relevant details relating to such a proposal.
Neither Party shall assign this Agreement or otherwise transfer this Agreement to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or denied.
Neither the Company nor any Subsidiary of the Company will waive or fail to enforce any provision of any confidentiality agreement entered into in connection with a potential Inconsistent Transaction Proposal described in the first sentence of this Section 4.2 or standstill or similar agreement to which it is a party without the prior written consent of the Investor.
The Company shall promptly (and in any event within twenty-four (24) hours of receipt thereof) provide the Investor with a written copy of any communication (or, in the case of oral communications, a written summary containing all material terms thereof) from any Person in connection with an Inconsistent Transaction.
The above referred notice has to be provided at least three Business Days prior to the date on which the Board of Directors proposes to accept, approve, recommend or enter into any agreement relating to such Inconsistent Transaction.
None of the Aquilex Parties, or any of their respective Affiliates, or, to the Knowledge of the Company, any Person acting on their behalf, is party to any Contract or other binding commitment to pursue, implement or effectuate any Inconsistent Transaction, or any discussions, plans, efforts, negotiations, or activities related to any transaction, which if consummated, would be an Inconsistent Transaction.
The Company shall not have made a public announcement, entered into an agreement, or filed any pleading or document with the Bankruptcy Court, evidencing its intention to support, or otherwise supported, any Inconsistent Transaction.
Following the occurrence of the Inconsistent Transaction, Investor shall notify the Company (or its successor) of the Specified Actions that should be taken into account in calculating the amount and nature of the Make-Whole Consideration.
The Company shall not have made a public announcement, entered into any Contract, or filed any pleading or document with the Bankruptcy Court, evidencing its intention to support, or otherwise agreed to, consented to, supported, participated in or encouraged the formulation of, any Inconsistent Transaction, or otherwise breached Section 4.13(u).
To the extent any stockholder action with respect to the Merger Agreement is taken by written consent, the undersigned shall provide his, her or its consent, as applicable, or cause a consent to be provided, with respect to all of the Shares eligible to so consent, in favor of the approval of the Merger Agreement and the Merger, and shall not provide such consent, or permit a consent to be provided, with respect to the Shares to any Inconsistent Transaction.

More Definitions of Inconsistent Transaction

Inconsistent Transaction means any transaction, directly or indirectly through any Person, that is inconsistent with the Contemplated Transactions, including (i) a merger, consolidation, business combination, recapitalization, dissolution or refinancing of any of the Reddy Parties (in one or a series of related transactions) on terms other than as set forth in this Agreement or the Plan, (ii) the issuance, sale, transfer, exchange or other disposition by any of the Reddy Parties of any equity interests (other than common equity issued in respect of any employee options), or all or substantially all of its assets, on terms other than as set forth in this Agreement or the Plan, (iii) the formulation, preparation, filing or prosecution of a plan, plan proposal, restructuring, restructuring proposal, liquidation or reorganization that does not contemplate a reorganization of the Reddy Parties on the terms set forth in the Plan, (iv) the acceptance by the Company of parties (other than the Investor and the other parties expressly contemplated by this Agreement and the Plan) as “equity investors” for the Rights Offering or any similar offering or transaction, (v) any other transaction or transactions rendering the Rights Offering or any other Contemplated Transaction no longer practicable or (vi) any other action that would reasonably be expected to prevent, interfere with, delay or impede in any way, the solicitation of votes on the Plan, the approval of the Disclosure Statement or the implementation or consummation of the Plan or the Contemplated Transactions.

Inconsistent Transaction means any transaction inconsistent with the Amended Plan or this Agreement, including on terms identical with this Agreement with parties other than those to this Agreement.

Inconsistent Transaction has the meaning ascribed to it in Section 10.9(b).

Inconsistent Transaction means any direct or indirect (through any Person) acquisition, divestiture, sale, business combination, restructuring or reorganization of or involving all or substantially all of the consolidated assets of the Company and its Subsidiaries or all or substantially all of the equity securities of the Company and its Subsidiaries, in either case, whether proposed to be effected pursuant to a merger, consolidation, share exchange, amalgamation or plan of reorganization, other than the Restructuring or any other transaction with Investor or any of its Affiliates. A Stand-Alone Plan shall not be deemed an Inconsistent Transaction.

Inconsistent Transaction has the meaning ascribed thereto in Section 5.6.1;

Inconsistent Transaction means any transaction that is inconsistent with this Agreement, the Plan, the Restructuring or the Restructuring Support Agreement, including (i) a merger, consolidation, business combination, recapitalization or refinancing of any of the Aquilex Parties (in one or a series of related transactions) on terms other than as set forth in the Restructuring Support Agreement, (ii) the issuance, sale, transfer, exchange or other disposition by any of the Aquilex Parties of any equity interests (other than common equity issued in respect of any employee options), or all or substantially all of its assets, on terms other than as set forth in the Restructuring Support Agreement, (iii) the filing of a plan of reorganization that does not contemplate a reorganization of the Aquilex Parties on the terms set forth in the Plan, (iv) the acceptance by the Company of parties (other than the Backstop Parties) as “backstop parties” for the Rights Offering or sponsors of any similar offering or transaction or (v) any other transaction or transactions rendering the Rights Offering no longer practicable.