Parent Transaction definition

Parent Transaction shall have the meaning set forth in Section 5.14(a).

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Parent Transaction means any merger, acquisition, business ------------------ combination, stock repurchase, stock issuance or other transaction or business opportunity, even if such Parent Transaction would materially interfere with the transactions contemplated by this Agreement.

Parent Transaction means a transaction, whether by merger, contribution, capitalization or otherwise, pursuant to which the Company becomes a wholly-owned subsidiary of Parent; provided that all of the Restricted Subsidiaries of the Company immediately prior to such transaction (other than any Restricted Subsidiary participating in such transaction that ceases to exist upon the consummation of such transaction) shall remain Restricted Subsidiaries of the Company immediately after such transaction and the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of the Company immediately prior to such transaction shall be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of Parent in substantially the same proportion immediately after such transaction.

Examples of Parent Transaction in a sentence

Any notice provided for or required by this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the addresses indicated below or to such other address as a Party may designate in writing to the other Party: If to the Company or Parent: Transaction Network Services, Inc.
The parties hereto acknowledge that the Sponsors may have incurred Parent Transactions Expenses on behalf of Parent (whether at, prior to or after its formation), that such amounts shall be treated as Parent Transaction Expenses and that Parent shall directly or indirectly reimburse the Sponsors for any such Parent Transaction Expenses.
Each of TopCo GP and Parent GP has approved this Agreement and the other Parent Transaction Documents and the Transactions.
The execution, delivery and performance of this Agreement and the other Parent Transaction Documents by TopCo, TopCo GP, Parent, Parent GP and ETE GP and the consummation by TopCo, TopCo GP, Parent, Parent GP and ETE GP of the Transactions have been duly authorized by all necessary corporate or similar action on the part of each of TopCo, TopCo GP, Parent, Parent GP and ETE GP.
Parent may not compromise, settle or come to an arrangement regarding, or offer or agree to compromise, settle or come to an arrangement regarding, any Parent Transaction Litigation without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).
If any litigation or claim meets the definition of both Company Transaction Litigation and Parent Transaction Litigation, it shall be treated as Parent Transaction Litigation, unless such litigation or claim against Parent and/or its directors or officers is only with respect to aiding and abetting or similar theories, in which case such litigation or claim shall be treated as Company Transaction Litigation.
RMT Parent agrees that it shall not submit to a vote of the stockholders of RMT Parent any Competing RMT Parent Transaction or Competing RMT Parent Transaction Agreement (in either case, whether or not a Superior Proposal) prior to the vote of RMT Parent’s stockholders to obtain the RMT Parent Stockholder Approval.
Parent shall control the defense, settlement or prosecution of any Parent Transaction Litigation, and Parent shall consult with the Company with respect to the defense, settlement and prosecution of any Parent Transaction Litigation and shall consider in good faith the Company’s advice with respect to such Parent Transaction Litigation.
Such notice shall include a written summary of the material terms and conditions of such Alternative Parent Transaction Proposal or request (including unredacted copies of any such written Alternative Parent Transaction Proposal or request), and the identity of the Person or Group making such Alternative Parent Transaction Proposal or request.
For the avoidance of doubt, the Parent Transaction Approvals do not include any notices, applications, filings, authorizations, Orders, approvals or waivers required to be submitted to or obtained from any Governmental Entities with respect to any acquisition of or investment in Parent, the Company, and/or any of their respective Affiliates by a Person that is not an Affiliate of Parent as of the date of this Agreement.

More Definitions of Parent Transaction

Parent Transaction means a transaction, whether by merger, contribution, capitalization or otherwise, pursuant to which the Company becomes a wholly-owned Subsidiary of Parent; provided that all of the Subsidiaries of the Company immediately prior to such transaction (other than any Subsidiary participating in such transaction that ceases to exist upon the consummation of the transaction) shall remain Subsidiaries of the Company immediately after such transaction and the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of the Company immediately prior to such transaction shall be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of the Parent in substantially the same proportion immediately after such transaction.

Parent Transaction means (i) any merger, consolidation, business combination or similar transaction or series of related transactions of Parent the result of which is that holders of the voting securities of Parent immediately prior to the consummation of such transaction or related transactions hold, directly or indirectly, immediately following the consummation of such transaction or related transactions, less than a majority of the outstanding voting power of Parent or the surviving entity in such transaction or series of related transactions; (ii) any issuance or sale by Parent of new shares of capital stock or new equity interests of Parent; (iii) any transfer or sale of outstanding shares of capital stock or outstanding equity interests of Parent by the holders thereof; or (iv) the sale of any assets of Parent.

Parent Transaction means transaction data sent by the Client to Instinet for routing to Instinet’s Electronic Service; Party means either Instinet or the Client; Passwords means passwords, user identifications, authentication codes or other security devices for access to the Electronic Services issued to the Client or at the Client’s instruction;

Parent Transaction means a transaction, whether by merger, contribution, capitalization or otherwise, pursuant to which the Borrower becomes a wholly owned Subsidiary of any Parent; provided that (i) all of the Subsidiaries of the Borrower immediately prior to such transaction (other than any Subsidiary participating in such transaction that ceases to exist upon the consummation of such transaction) shall remain Subsidiaries of the Borrower immediately after such transaction and (ii) the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Equity Interests of the Borrower immediately prior to such transaction shall be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Equity Interests of any Parent in substantially the same proportion immediately after such transaction.

Parent Transaction means a transaction, whether by merger, contribution, capitalization or otherwise, pursuant to which the Company becomes a Wholly Owned Subsidiary of any Parent; provided that (i) all of the Restricted Subsidiaries of the Company immediately prior to such transaction (other than any Restricted Subsidiary participating in such transaction that ceases to exist upon the consummation of such transaction) shall remain Restricted Subsidiaries of the Company immediately after such transaction and (ii) the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of the Company immediately prior to such transaction shall be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act) of the Capital Stock of any Parent in substantially the same proportion immediately after such transaction.

Parent Transaction means any of the following occurring after the date of this Agreement: (1) the sale, transfer, conveyance or other disposition, other than by way of merger of consolidation, in one or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries taken as a whole to any “person,” as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act; (2) the consummation of any transaction, including, without limitation, any merger or consolidation, the result of which is that any “person,” as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the Common Stock outstanding immediately following such transaction; provided that any shares of Common Stock acquired in open market transactions on or after the date hereof by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇., any Related Person or any employee benefit plan of Parent or any Subsidiary of Parent, or any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan (each such person an “Excluded Person”) shall be deemed, for purposes of determining whether any Excluded Person or Excluded Persons have become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the outstanding Common Stock, not to be beneficially owned by such Excluded Person or Excluded Persons; (3) an acquisition of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the proportionate number of shares of Common Stock beneficially owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. or any Related Person to more than fifty percent (50%) of the Common Stock then outstanding; or (4) the consolidation of Parent with, or the merger of Parent into, a person, or the consolidation of any person with, or merger of any person into, Parent, in any such event pursuant to a transaction in which any of the outstanding Common Stock is converted into or exchanged for cash, securities or other property, other than any such transaction in which the Common Stock outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (as defined below) of the surviving or transferee person constituting at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Voting Stock of su...