Qualifying Transaction definition

Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

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Qualifying Transaction means any sale Transaction that is not a Non-Qualifying Transaction.

Qualifying Transaction has the meaning set forth in Section 7.3(a).

Examples of Qualifying Transaction in a sentence

If any payment or benefit you would receive in connection with a Qualifying Transaction from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount.
This Agreement will be binding upon any surviving entity resulting from a Qualifying Transaction and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder.
In the event that a Qualifying Transaction is abandoned or does not occur, this Agreement and any rights and benefits under this Agreement shall automatically terminate.
You acknowledges and agrees that there is no guarantee that a Qualifying Transaction or a Qualifying Termination will occur.
Subject to your continued employment with the Company through a Qualifying Transaction (as defined in Exhibit A hereto), and except as described in Section 2, you will be eligible to receive a cash bonus equal to <Bonus Percentage>% of Transaction Proceeds (the “Bonus”).

More Definitions of Qualifying Transaction

Qualifying Transaction means a Fundamental Change: (i) with regard to which the holder of Series 6 Preferred Shares is entitled to receive, directly or indirectly, in respect of its Series 6 Preferred Shares, in connection with the consummation of such transaction (including pursuant to the conversion of the Series 6 Preferred Shares (without regard to limitations or restrictions on conversion) or the purchase or exchange of such Series 6 Preferred Shares in a tender or exchange offer), consideration consisting solely of cash, equity securities that are immediately tradable on a national securities exchange and that have (or the equity securities of the predecessor of the issuer of such equity securities have) an average trading volume per trading day over the thirty (30) trading days preceding public announcement of such transaction at least equal to that of the Class A Shares over the thirty (30) trading days preceding public announcement of such transaction, or a combination of cash and such equity consideration (collectively, “qualifying consideration”), which qualifying consideration is in an amount per outstanding Series 6 Preferred Share that is at least equal to the Base Liquidation Preference of such Series 6 Preferred Share plus all accrued but unpaid dividends thereon (with the value of any non-cash consideration being the Fair Market Value of such non-cash consideration at the time of signing of the definitive transaction agreement for the applicable transaction) or (ii) that is otherwise consented to by the holders of two-thirds of the outstanding Series 6 Preferred Shares.

Qualifying Transaction shall have the meaning assigned to the term “Acquisition Proposal,” except that all references therein to “fifteen percent (15%)” shall be deemed to be references to “fifty percent (50%)”.

Qualifying Transaction means the direct or indirect acquisition of assets or one or more businesses by a SPAC. For greater certainty, a Qualifying Transaction may include a merger or other reorganization or an acquisition of the SPAC.

Qualifying Transaction means a transaction whereby a capital pool company acquires significant assets other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means, and, specifically in the case of the Corporation, the Amalgamation, as more particularly described herein;

Qualifying Transaction has the meaning defined in the CPC Policy; (cc) “Regulatory Authorities” means the Commissions and the Exchange;

Qualifying Transaction means a transaction which—

Qualifying Transaction means a Fundamental Change