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”.
Examples of Substantial Transaction in a sentence
DocuSign Envelope ID: 137C267D-7CC6-4999-B6AF-7951A59C4872 DocuSign Envelope ID: BE41B1FE-4B8E-4E13-8614-77B0156F32F1 Substantial Transaction has the meaning ascribed to it in clause 4.9.
If neither a Substantial Transaction nor a Substantial Financing Transaction has been completed on or before June 30, 2002, the total purchase price shall be the amount paid pursuant to Section 2.5(a) hereof.
If neither a Substantial Transaction nor a Substantial Financing Transaction is completed on or before January 31, 2002, or consummated on or before July 31, 2002, Purchaser shall not be required to make the payment to Seller as set forth in Section 2.5(b) hereof and Purchaser shall have no further obligations with respect to Section 2.5(b) hereof.
A Substantial Transaction or Substantial Financing Transaction shall be deemed to have been completed when Purchaser or its successors and assigns has executed and delivered a binding agreement for such transaction and the Transaction shall be deemed to be consummated when the Transaction has closed.
If on or before June ------------------------------------------- 30, 2002, Purchaser or its successors and assigns has completed either a Substantial Transaction or a Substantial Financial Transaction, subject to the other terms and conditions of this Agreement, Purchaser or its successors and assigns shall, within five (5) business days of the consummation of the transaction, if such transaction is consummated on or before July 31, 2002, make the $375,000 payment provided in Section 2.5(c) hereof.
More Definitions of Substantial Transaction
Substantial Transaction shall include a corporate transaction undertaken by the Company which requires shareholder approval at a general meeting, including (but not limited to) transactions undertaken in accordance with the Rule 3.7 of the AQSE Rules;
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) 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.”
Substantial Transaction means a transaction set out in Requirement 13.11;
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”).
Substantial Transaction. Any transaction: (i) involving the sale, issuance or reservation of a number of shares of capital stock which would result in any "person" (as such term is used in sections 13(d) and 14(d) of the Exchange act) becoming a "beneficial owner", directly or indirectly, of securities of the Company representing Twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities ordinarily having the right to vote at elections of directors and, in connection with such transaction, such "person" shall obtain the right to appoint, nominate (other than the general right of nomination that holders of the Company's outstanding voting securities may possess) or elect (other than the general right to vote that holders of the Company's outstanding voting securities may possess) at least One-Third (1/3) of the members of the Company's Board; (ii) involving the grant or sale of an option or other right to conduct a Change of Control transaction at any time in the future, and/or; (iii) any retention by the Company of an investment banking or other consulting firm, which retention has been approved by the Company's Board, for the purpose of seeking to effect a Substantial Transaction (within the meaning of clause (i) or (ii) above) or a Change of Control transaction; provided, however, that if Executive remains in the employ of the Company One (1) year after the initial retention of such investment banking or consulting firm and a Substantial Transaction (within the meaning of clause (i) or (ii) above) or a change of Control transaction has not occurred within One (1) year of such initial retention, the mere retention of such investment banking or consulting firm shall thereafter no longer de deemed a Substantial Transaction, unless and to the extent that the Board, effective following the expiration of such One (1) year period, affirmatively approves the continued retention of such investment banking or consulting firm. Notwithstanding the foregoing, no transaction directly involving Executive shall be deemed a "Substantial Transaction".
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; 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.