Extraordinary Corporate Transaction definition

Extraordinary Corporate Transaction means a sale, merger, tender offer or other extraordinary business combination transaction, the result of which is that (i) 30% or more of the shares of the capital stock of SES become beneficially owned or controlled, directly or indirectly, by a Person (or a group of Persons acting in concert) that does not beneficially own or control at least such percentage of shares as of the date hereof, or (ii) a Person (or group of Persons acting in concert), other than holders of Class B shares, directly or indirectly elects, designates, nominates, or becomes entitled to elect, designate or nominate at least 30% of the members of the board of directors of SES.
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Extraordinary Corporate Transaction means (a) the sale, lease, license, exchange, disposition of, moving, relocation, or transfer or similar transaction involving Borrower’s or any of its Subsidiaries’ assets or of a greater than 10% equity interest in Borrower or any of its Subsidiaries, or the declaration or payment by Borrower or any of its Subsidiaries of any dividend, any change in the capital structure of Borrower or any of its Subsidiaries; (b) any recapitalization, reorganization, merger, consolidation or other transaction or transactions (whether by sale, gift or other transfer or disposition), which transaction or transactions individually or in the aggregate result in the transfer of a 10% or greater beneficial interest in Borrower or any of its Subsidiaries; (c) any transaction involving the transfer or licensing of any of Borrower’s or its Subsidiaries’ Intellectual Property to any other Person; or (d) the execution by Borrower or any of its Subsidiaries of an agreement, term sheet, letter of intent, exclusive negotiating agreement or other agreement in principle (whether or not binding upon Borrower or the other party or parties thereto) relating to any of the transactions described in clauses (a) through (c) above. Notwithstanding the foregoing, the following shall not constitute an Extraordinary Corporate Transaction: (i) transactions expressly contemplated or permitted by any written agreements between Borrower and Lender; (ii) sales of inventory and the grant of non-exclusive, limited licenses for software that is embedded in or regularly accompanies such inventory, all as in the ordinary and usual course of Borrower’s business as presently conducted; (iii) sales or other dispositions in the ordinary course of business of assets that have become worn out or obsolete or that are promptly being replaced; (iv) the sale of accounts and/or receivables to a factor in the ordinary course of business consistent with past practice; (v) Borrower’s repurchase of stock from former contractors or employees of Borrower or its Subsidiaries in accordance with the terms of stock option, stock purchase, profit sharing or similar plans in effect as of the date of this Agreement and approved by Borrower’s Board of Directors, at a price not greater than the actual, cash price that such employee paid to acquire such securities; (vi) Borrower’s entry into capital leases or Indebtedness incurred solely to purchase equipment that is secured in accordance with clause (e) of the definition of Permitt...
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Extraordinary Corporate Transaction means the entry by the Company into (i) a binding merger or other agreement with respect to a Change of Control, (ii) an extraordinary dividend funded by the Company’s incurrence of a material amount of incremental indebtedness or by all or substantially all of the Company’s cash, (iii) a liquidation of all or substantially all of the assets of the Company or (iv) a reorganization of the Company under any federal or state law relating to bankruptcy or insolvency, where the BD Designee voted in his or her capacity as a director of the Company against the Board approving or entering into such merger or other agreement, extraordinary dividend, liquidation or reorganization.
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Examples of Extraordinary Corporate Transaction in a sentence

  • If permitted by applicable law, such adjustment may include a substitution of a security of another entity into which one share of Common Stock is exchanged or converted in any Extraordinary Corporate Transaction, if so determined by the Board or a committee appointed by the Board.

  • No event shall have occurred and be continuing that constitutes an Event of Default or a Default or an Extraordinary Corporate Transaction.

  • If (a) there is an Extraordinary Corporate Transaction, and (b) the per share price of the Company’s Common Stock in such Transaction equals or exceeds the Conversion Price, then the Note will be automatically converted into Company Common Stock.

  • For purposes of this Agreement, an Extraordinary Corporate Transaction shall mean a merger, consolidation, acquisition, or similar occurrence, where the Company will not be a surviving entity, or a transfer of substantially all of the assets of the Company or more than eighty percent (80%) of its outstanding common stock to a single entity or affiliated group.

  • In addition, in the event of the occurrence of an Extraordinary Corporate Transaction (as defined below) where Employee is terminated by Company for reasons other than Cause, then Company shall promptly provide to Employee a "Severance Package" comprising additional stock option vesting equivalent to the number of shares from the original stock option that would have vested forty eight (48) months after the Start Date minus the number of shares actually vested as of such termination.


More Definitions of Extraordinary Corporate Transaction

Extraordinary Corporate Transaction means the extraordinary corporate transaction implementing the integration project between Banca del Fucino and Igea Banca which entails, inter alia: (a) a transitional phase in the context of which Igea Banca will acquire substantially qualifying controlling shareholding in Banca del Fucino by underwriting a capital increase also in order to allow Banca del Fucino to comply with the capital ratios prescribed by applicable laws and regulations, with the consequent establishment of a banking group; and (b) a subsequent integration phase which envisages, inter alia, the partial demerger of Banca del Fucino by incorporation into Igea Banca.
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Related to Extraordinary Corporate Transaction

  • Extraordinary Corporate Event means as to the Liquidity Provider, (i) the consolidation, amalgamation with, or merger with or into or the transfer of all or substantially all of the Liquidity Provider's assets to another entity, or (ii) the dissolution, for any reason, of the Liquidity Provider other than in connection with the consolidation, amalgamation with, or merger with or into another entity or the transfer of all or substantially all of the Liquidity Provider's assets; provided, however, that with respect to (i) above, an Extraordinary Corporate Event does not include any of the listed occurrences where (x) the surviving entity, or transferee of all or substantially all of the Liquidity Provider's assets, (a) assumes all of the obligations of the Liquidity Provider under the terms of this Agreement and (b) has (i) short-term debt ratings in one of the two highest rating categories from the Requisite NRSROs or (ii) such other short-term debt ratings, if any, as may be required for the VRDP Shares to satisfy the eligibility criteria under Rule 2a-7 under the 1940 Act and (y) the Liquidity Provider has provided notice in writing to the Fund confirming the information described in (x) at least ten (10) days prior to the scheduled date of the applicable listed occurrence in (i) above.

  • Corporate Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

  • Change in Control Transaction means the occurrence of any of the following events:

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Extraordinary Common Stock Event means (i) the issue of additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) subdivision of outstanding shares of Common Stock into a greater number of shares of the Common Stock, or (iii) combination of outstanding shares of the Common Stock into a smaller number of shares of the Common Stock.

  • Change in Control means the occurrence of any of the following events:

  • Extraordinary Event means any event, circumstance or cause which Royal Bank determines has or will have a material adverse effect on the ability of Royal Bank to perform its obligations under the Notes or to hedge its position in respect of its obligation to make payment of amounts owing thereunder, including as a result of any of Royal Bank’s internal policies, and more specifically includes a Market Disruption Event in respect of any Share or Hedging Event.

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Going Private Transaction means a transaction involving the purchase of Company securities described in Rule 13e-3 to the Securities and Exchange Act of 1934.

  • Change of Control means the occurrence of any of the following:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change in Control of the Company means the occurrence of any of the following events:

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Subsidiary Corporation means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Extraordinary Events Any of the following conditions with respect to a Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative Apartment) or Mortgage Loan causing or resulting in a loss which causes the liquidation of such Mortgage Loan:

  • Control Transaction means any of the following transactions or any combination thereof:

  • Change in Control Date means the date on which a Change in Control occurs.

  • Extraordinary unspecifiable services means services which are specialized and qualitative in nature requiring expertise, extensive training and proven reputation in the field of endeavor.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Control Event Defined. “Control Event” means:

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Change in Control Event means any of the following: