Target Acquisition Transaction definition

Target Acquisition Transaction means (i) the commencement (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended) of a tender or exchange offer by a third party for at least 10% of the outstanding capital stock of Target or any direct or indirect subsidiary of Target, (ii) the crossing by any third party, acting alone or in concert, of the 5% threshold of Target’s share capital or voting rights or any multiple thereof , (iii) the announcement of or the filing with the AMF of a public offer of a third party on Target’s securities listed on Euronext Paris, (iv) the commencement by a third party of a proxy contest with respect to the election of any directors of Target, (v) any sale, license, lease, exchange, transfer, disposition or acquisition of material business or assets of Target or any direct or indirect subsidiary or other Affiliate of Target or (vi) any merger, consolidation, business combination, share exchange, reorganization, restructuring or similar transaction or series of related transactions involving Target or any direct or indirect subsidiary or other Affiliate of Target.
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Target Acquisition Transaction means any transaction or series of transactions involving: (i) any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, tender offer, exchange offer or other similar transaction in which (1) Target is a constituent corporation, (2) a Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting securities of Target, or (3) Target issues securities representing more than 20% of the outstanding securities of any class of voting securities of Target; (ii) any direct or indirect sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or of assets or rights that constitute or account for 20% or more of the consolidated net revenues, net income or assets of Target; or (iii) any liquidation or dissolution of Target.
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Target Acquisition Transaction means any transaction or series of related transactions (other than with Acquiror or any of its affiliates) involving: (A) any acquisition or purchase from Target by any person of more than a twenty percent (20%) interest in the total outstanding voting securities of Target or any tender offer or exchange offer that, if consummated, would result in any person beneficially owning more than twenty percent (20%) of the total outstanding voting securities of Target or any merger, consolidation, business combination or similar transaction involving Target pursuant to which the stockholders of Target immediately preceding such transaction would hold less than eighty percent (80%) of the equity interests in the surviving or resulting entity of such transaction, (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of assets representing in excess of fifty percent (50%) of the fair market value of Target's business immediately prior to such sale, lease, exchange, transfer, license, acquisition or disposition, or (C) any liquidation or dissolution of Target.
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Examples of Target Acquisition Transaction in a sentence

  • At the time of Distribution 2, none of Distributing 2, Controlled 2, or their officers or directors had participated in any understanding, arrangement, agreement, or negotiation with Foreign Seller as to the Target Acquisition Transaction.

  • For purposes of this Agreement, "Target Acquisition Proposal" shall mean --------------------------- any offer or proposal (other than an offer or proposal by Acquiror or any of its affiliates) providing for any Target Acquisition Transaction.

  • The inquiry heard that services are often developed to meet specific needs based on age or gender, excluding those who don’t fit their criteria, which can be a confusing and alienating experience for young people trying to get help.

  • A certificate as to the cause and amount of such increased cost detailing the calculation of such cost and certifying that the Lender customarily charges such amounts to its other customers in similar circumstances submitted by the Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error.

  • For all purposes of and under this Agreement, "TARGET ACQUISITION PROPOSAL" means any offer or proposal (other than an offer or proposal by Parent) relating to any Target Acquisition Transaction.

  • Target will immediately cease any existing discussions or negotiations with any third parties conducted prior to the date hereof with respect to any merger, business combination, sale of any Target Properties, or, except as permitted by Section 5.01(b)(ix), sale of any other assets of Target, sale of shares of capital stock by Target or similar transaction involving such party or any of its subsidiaries or divisions (a "Target Acquisition Transaction").

  • Based solely on the information and representations submitted with the supplemental ruling request (including subsequent correspondence), we rule as follows: The Equity Infusion and the Target Acquisition Transaction will have no adverse effect on the rulings contained in the Prior Letter Rulings, which will remain in full force and effect.

  • At the time of Distribution 2, none of the Distributing 2 shareholders had participated in any understanding, arrangement, or negotiation with Foreign Seller as to the Target Acquisition Transaction.

  • The Letter Agreement contains a non-solicitation provision and also sets out certain standstill provisions which restrict Parent's ability to acquire any voting securities of ILOG, except pursuant to a negotiated transaction approved by the ILOG Board, for a six-month period, except in limited circumstances such as where ILOG becomes subject to a Target Acquisition Transaction, as such term is defined therein.

  • By Parent due to the occurrence of a Target Triggering Event under the terms of Section 11.01(e), In the case of termination of this Agreement by Target pursuant to Section 11.01(d) (and the conditions set forth in clauses (A)(1) through (A)(4) of this Section 11.03(b)(A) are satisfied), then the Breakup Fee shall be paid by Target upon consummation of the Target Acquisition Transaction referred to in clause (A)(4) above.

Related to Target Acquisition Transaction

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Parent Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of the Company or any of its Subsidiaries) contemplating or otherwise relating to any Parent Acquisition Transaction.

  • Exempt Acquisition means an acquisition of Voting Shares or Convertible Securities:

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Business Combination Transaction means:

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.