Substantial Transaction definition

Substantial Transaction means any Permitted Acquisition, any acquisition that results in a Joint Venture, any acquisition that is consummated through an Unrestricted Subsidiary or a Joint Venture, or any Divestiture in respect of which the aggregate Acquisition Consideration (or, in the case of a Divestiture, the consideration paid by the purchaser if calculated in the same manner as the definition of Acquisition Consideration) is in excess of $25,000,000.

Substantial Transaction means a transaction that involves the transfer, leasing or licensing of land to a local or foreign investor either alone or in a joint venture to carry out developments in agriculture and other approved ventures with direct developmental benefits for Kenya through —

Substantial Transaction means (a) any Permitted Acquisition, any acquisition that results in a Joint Venture, any acquisition that is consummated through an Unrestricted Subsidiary or a Joint Venture, or any Divestiture in respect of which the aggregate Acquisition Consideration (or, in the case of a Divestiture, the consideration paid by the purchaser if calculated in the same manner as the definition of Acquisition Consideration) is in excess of $25,000,000 or (b) any redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the definition of “Restricted Subsidiary”; provided, that the Borrower’s Divestiture from time to time in one or more transactions of all or any portion of the VKGC Business and/or the Wink Business shall not be considered for purposes of (i) determining if any Divestiture constitutes a Substantial Transaction or (ii) performing calculations on a Pro Forma Basis pursuant to this Agreement.”

Examples of Substantial Transaction in a sentence

• A Substantial Transaction must be made conditional on a Special Resolution being passed.

• Where the Circular or Announcement in respect of a Substantial Transaction or a Disclosable Transaction contains a profit forecast or estimate, the Circular or Announcement must comply with Requirements 8.17, 8.18 and 9.50 as if it were Listing Particulars.

• If the transaction is a Substantial Transaction and a Related Party Transaction, in addition to complying with the provisions relating to Substantial Transactions, the Issuer must comply with the provisions below relating to Related Party Transactions.

• Each Circular relating to a Substantial Transaction must incorporate or be accompanied by a notice of the meeting of shareholders setting out the resolution to approve the entry into and completion of the Substantial Transaction in question.

• Where a Substantial Transaction involves the disposal of assets for a cash consideration only and the Issuer demonstrates to the satisfaction of 4AX that such disposal improves the working capital position of the Issuer, 4AX may, subject to the provisions of the FMA and any applicable administrative laws, dispense with the need to comply with Requirement 9.51.

More Definitions of Substantial Transaction

Substantial Transaction means (a) any Permitted Acquisition, any acquisition that results in a Joint Venture, any acquisition that is consummated through an Unrestricted Subsidiary or a Joint Venture, or any Divestiture in respect of which the aggregate Acquisition Consideration (or, in the case of a Divestiture, the consideration paid by the purchaser if calculated in the same manner as the definition of Acquisition Consideration) is in excess of $25,000,000 or (b) any redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the definition of “Restricted Subsidiary”.

Substantial Transaction means any Permitted Acquisition, any acquisition that results in a Joint Venture, any acquisition that is consummated through an Unrestricted Subsidiary, or any Divestiture in respect of which the aggregate Acquisition Consideration (or, in the case of a Divestiture, the consideration paid by the purchaser if calculated in the same manner as the definition of Acquisition Consideration) is in excess of $25,000,000; provided that the acquisition by the Borrower Parties of all of the Equity Interests not already owned by the Borrower Parties in the DG Marine Joint Ventures shall be deemed to be a Substantial Transaction for purposes of this Agreement.

Substantial Transaction means a transaction set out in Requirement 13.11;

Substantial Transaction means any Permitted Acquisition, any acquisition that results in a Joint Venture, any

Substantial Transaction means the transactions defined in Second Schedule to these Rules;

Substantial Transaction means the transactions defined in Third Schedule to these Rules;

Substantial Transaction means (i) any merger or consolidation of the Corporation or any significant subsidiary of the Corporation with or into any other entity (other than an entity that is wholly owned by the Corporation or a wholly owned subsidiary of the Corporation prior to such transaction), (ii) the sale or other disposition of all or substantially all of the assets of the Corporation, including assets held through a subsidiary, (iii) a change in the number of directors constituting the entire Board of Directors of the Corporation from nine; (iv) the issuance of any shares of a new class or new series of capital stock of the Corporation or the repurchase or other acquisition of outstanding shares of the capital stock of the Corporation; or (v) any action that would result in the circumvention of this Section 3.01(f). This Section 3.01(f) shall not be applicable as of and from the date after the effective date of these Bylaws that the Corporation has issued an aggregate of 6,000,000 shares of common stock (including shares issuable upon conversion of securities convertible or exercisable into, or exchangeable for, common stock, but excluding shares issued as a stock dividend or otherwise to effect a split of the common stock) to non-affiliates of the Corporation (the “Share Issuance Event”).