Extraordinary Transaction definition

Extraordinary Transaction means any merger, acquisition, disposition of all or substantially all of the assets of the Company or other business combination involving the Company requiring a vote of stockholders of the Company.
Extraordinary Transaction shall have the meaning set forth in Section 4.03(a)(v).
Extraordinary Transaction means any action that is not in the ordinary course of business, but shall not include any action that is undertaken in connection with Realignment or the Transactions.

Examples of Extraordinary Transaction in a sentence

  • Unless otherwise mutually agreed in writing by each Party, this Agreement shall terminate on the earliest to occur of (i) 30 calendardays prior to the notice deadline under the Bylaws for the nomination of director candidates for election to the Board at the 2025 Annual Meeting, (ii) 120 calendar days prior to the first anniversary of the 2024 Annual Meeting and (iii) the consummation of an Extraordinary Transaction (the effective date of termination, the “Termination Date”).


More Definitions of Extraordinary Transaction

Extraordinary Transaction means any action that is not in the ordinary course of business, but shall not include any action expressly required by the Separation and Distribution Agreement, the Merger Agreement or any Transaction Agreement or that is undertaken pursuant to the Contribution, Spinco Special Cash Payment, Spinco Distribution, Separation Transactions or Financing Transactions.
Extraordinary Transaction means any equity tender offer, equity exchange offer, merger, acquisition, business combination, or other transaction with a Third Party that, in each case, would result in a Change of Control of the Company, liquidation, dissolution or other extraordinary transaction involving a majority of its equity securities or a majority of its assets, and, for the avoidance of doubt, including any such transaction with a Third Party that is submitted for a vote of the Company’s stockholders;
Extraordinary Transaction means, with respect to the Company, the occurrence of one or more of the following events: (i) a merger (including a triangular merger), consolidation or other combination of the Company with or into another Person (other than in connection with a change in the Company’s state of incorporation or organizational form); (ii) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of its assets in one transaction or a series of related transactions; (iii) any reclassification, recapitalization or change of its outstanding equity interests (other than a change in par value, or from par value to no par value, or as a result of a split, dividend or similar subdivision); or (iv) the adoption of any plan of liquidation or dissolution of the Company (whether or not in compliance with the provisions of this Agreement).
Extraordinary Transaction means in relation to a company, a Transaction that: (i) is not in the ordinary course of such company’s business; or (ii)is not on market terms; or (iii)may have a substantial effect on such company’s profitability, property or obligations;
Extraordinary Transaction means any equity tender offer, equity exchange offer, merger, acquisition, business combination, or other transaction with a Third Party that, in each case, would result in a Change of Control of Fiesta, liquidation, dissolution or other extraordinary transaction involving a majority of its equity securities or a majority of its assets, and, for the avoidance of doubt, including any such transaction with a Third Party that is submitted for a vote of Fiesta’s stockholders;
Extraordinary Transaction has the meaning set forth in Section 8.4.
Extraordinary Transaction means any tender offer, exchange offer, merger, consolidation, acquisition, business combination, sale, recapitalization, restructuring, or other transaction with a Third Party that, in each case, results in a change in control of the Company or the sale of substantially all of its assets.