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.
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
The Transaction Bonus, if any, will be payable to Executive in a single payment within sixty (60) days following the closing date of the Qualifying Transaction.
Subject to the terms and conditions of this Agreement, Executive is eligible to receive a cash bonus (the “Transaction Bonus”) if a Qualifying Transaction is closed before December 31, 2025, resulting in net cash proceeds received by the Company of between $40,000,000 (the “Minimum”) and $70,000,000 (the “Maximum”).
The amount of the bonus will be calculated based on the net cash proceeds received by the Company from the Qualifying Transaction.
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 has the meaning defined in the CPC Policy; (cc) “Regulatory Authorities” means the Commissions and the Exchange;
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 means any acquisition of (i) 50% or more of the outstanding Shares pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer or exchange offer or similar transaction involving the Company or (ii) all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole.
Qualifying Transaction means a transaction which—