M&A Transaction means a “Deemed Liquidation Event” or other similar terms defined in the Articles of Association of the Company, and in the absence of such definition each of the following events: (i) any merger, reorganization or consolidation of the Company with or into another incorporated Person, or the acquisition of the Company by another Person by means of any transaction or series of related transactions, except any such merger, reorganization or consolidation in which the issued shares of the Company as of immediately prior to such transaction continue to represent, or are converted into or exchanged for shares that represent, immediately following such merger, reorganization, or consolidation, at least a majority, by voting power, of the outstanding shares of the surviving or acquiring incorporated Person; or (ii) a sale or other disposition of all or substantially all of the shares or assets of the Company (including, for this purpose, a conveyance, sale or disposition, or a license of all or substantially all of the intellectual property rights of the Company, which has the effect or economic impact similar to a sale of all or substantially all of the intellectual property rights of the Company), in a single transaction or a series of related transactions.
M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.
M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.
Examples of M&A Transaction in a sentence
Unless otherwise determined by the Board, the proxy will be transferred upon any transfer of Shares unless such transfer occurs upon a M&A Transaction or upon or after an IPO of the Company.
In the event the Company is liquidated or dissolved or there is an M&A Transaction, the Board, at its sole discretion, may make any determination it deems appropriate with respect to the acceleration of the vesting and other treatment of outstanding Options, all as contemplated by the Plan.
If six or more Directors vote to approve a Related M&A Transaction, such Related M&A Transaction shall be approved by the Supervisory Board.
The Company hereby covenants and agrees that it shall not enter into any M&A Transaction unless the entity succeeding or surviving such M&A Transaction agrees in writing to be bound by all terms and conditions of this Agreement applicable to the Company, including, without limitation, the payment of all fees and expenses as provided herein.
Each Term Sheet must contain detailed descriptions of the M&A Transaction, Asset Purchase, Plan Sponsor Investment and Plan (collectively, as applicable, the “Transaction”) that are the subject of such Term Sheet.
More Definitions of M&A Transaction
M&A Transaction means (i) any merger, consolidation, reorganization or other business combination pursuant to which the businesses of a third party are combined with that of the Company, (ii) the acquisition, directly or indirectly, by the Company of all or a substantial portion of the assets or common equity of a third party by way of negotiated purchase or otherwise, (iii) the acquisition, directly or indirectly, by a third party of all or a substantial portion of the assets or common equity of the Company by way of negotiated purchase or otherwise, or (iv) any joint venture, licensing agreement, royalty agreement, distribution agreement or any similar transaction to which the Company is party.
M&A Transaction means a merger, acquisition or reorganization of the Company with one or more other entities in which the Company is not the surviving entity.
M&A Transaction means (i) any acquisition or purchase, direct or indirect, of assets of a Person (other than an immaterial amount of assets) whether or not comprising a going business, (ii) any acquisition or purchase, direct or indirect, of any equity, membership interests or voting securities of a Person, or (iii) a merger, amalgamation, consolidation, share exchange, business combination, sale of assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving a Person, in each of (i), (ii) or (iii), involving the Company or any of its Subsidiaries and a buyer, seller or target company.
M&A Transaction means a transaction or series of transactions involving (i) a sale or transfer of all or substantially all of the assets of the Company, (ii) a sale or transfer of all or substantially all of share capital, (iii) a merger or consolidation, (iv) dissolution or liquidation, or (v) the consummation of any transaction or series of related transactions having similar effect as any of the foregoing.
M&A Transaction means:
M&A Transaction means the purchase or acquisition, or the entry into an agreement to purchase or acquire, by the Company or any of its Subsidiaries of an interest in one or more companies, assets, businesses or similar transaction in an aggregate amount that exceeds the financial threshold for the Management Board’s authority set out in the Authority Matrix, including a transaction in which (a) the Company issues new equity interests (or derivative securities representing an interest therein) representing less than 10% of the issued and outstanding Shares and/or (b) any of the Company’s Subsidiaries issue or transfer any equity interests (or derivative securities representing an interest therein) in such Subsidiary, in each case in any one transaction or series of related transactions.
M&A Transaction means the consummation of (a) a transaction or a series of transactions for the sale or other disposition of all, or substantially all, of the assets or business of the Corporation, or (b) a transaction or a series of transactions, including, without limitation, a merger or consolidation, whereby, or as a result thereof, the Corporation's shareholders immediately prior thereto hold 50% or less of the voting power of the Corporation, the surviving entity or the new entity (as the case may be) or no longer have the power or the right to appoint more than fifty (50%) percent of the members of the board of directors of such entity.