Significant Corporate Transaction definition

Significant Corporate Transaction means an acquisition, purchase of assets or equity interests, merger, consolidation, joint venture, partnership, business combination, tender or exchange offer, recapitalization or similar transaction (a “Transaction”), other than a Transaction with a subsidiary or another corporation or other entity that is controlled by the Company, with a Transaction Value equal to or greater than $100 million in the aggregate.
Sample 1Sample 2Sample 3
Significant Corporate Transaction. The occurrence of a Terminating Event with respect to an Applicable Entity the Fair Market Value of which represents a greater percentage of the Undistributed Value of MusicCo than the percentage thereof represented by the Fair Market Value of any other Applicable Entity, as determined by the Board of Directors of MusicCo (whose good faith determination will be conclusive) as of the date the agreement of merger or consolidation is executed or the vote of the Board of Directors of such Applicable Entity to dissolve or liquidate such Applicable Entity is taken.
Sample 1Sample 2
Significant Corporate Transaction means (i) any transfer, sale or other Disposition by the Company or any of its Subsidiaries of all or substantially all of (A) the assets of the Company and its Subsidiaries or (B) the outstanding equity of the Company (including by way of tender offer, merger, combination, reorganization or consolidation), in each case to any Person or group of Persons in a transaction or series of transactions, and (ii) any Public Offering.
Sample 1Sample 2

Examples of Significant Corporate Transaction in a sentence

  • Unless otherwise agreed between the Provider and [____], in consultation with Executive, the Executive Percentage will be determined consistent with the methodology described on Schedule 2.5. In addition, following any Significant Corporate Transaction, the Provider and [____], in consultation with Executive, will negotiate in good faith any appropriate adjustments to the Executive Percentage, Executive Allocated Expenses and Direct Compensation.

  • Compliance will be determined based on continuous emission monitoring system (CEMS) data for all nine boilers.

  • If the Board of Directors of the Applicable Entity determines to terminate or abandon the proposed Significant Corporate Transaction or that such transaction will otherwise not be consummated, the Applicable Entity shall promptly following such determination deliver to the Company and the Rights Agent an Applicable Entity Officers' Certificate to such effect.

  • In the event that, prior to September 26, 2000, this Company has not consummated a Qualified Public Offering or a Significant Corporate Transaction, then, effective as of such date, the Series B Conversion Price and Series C Conversion Price shall each be reduced to $0.70, as adjusted pursuant to Sections 4(e)(vi), (vii) or (viii) hereof.

  • In the event that, prior to March 31, 2001, this Company has not consummated a Qualified Public Offering or a Significant Corporate Transaction, then, effective as of such date, the Series D Conversion Price shall be reduced to $1.26, as adjusted pursuant to Sections 4(e)(vi), (vii) or (viii) hereof.

  • The fair market value of the consideration received in a Significant Corporate Transaction will be determined in accordance with Section 2(c)(ii) hereof.

  • Within ten (10) days following the final closing of a Qualifying Financing Transaction and simultaneously with the final closing or consummation date of a Significant Corporate Transaction, all of the shares of Series B Preferred Stock held by each Non-Objecting Holder shall be redeemed at a per share Redemption Price equal to the Preference Amount.

  • If a proposed Significant Corporate Transaction does not occur, all notices for redemption in connection therewith shall be automatically rescinded.

  • Promptly following the occurrence of a Triggering Event, the applicable of MusicCo or the Company shall give written notice thereof to the other (or in the case of a Triggering Event for a Significant Corporate Transaction with respect to which a Distributed Entity is the Applicable Entity, such Applicable Entity shall give such notice to the Company and MusicCo), with a copy to the Rights Agent.


More Definitions of Significant Corporate Transaction

Significant Corporate Transaction means an acquisition, purchase of assets or equity interests, merger, consolidation, joint venture, partnership, business combination, tender or exchange offer, recapitalization, or similar transaction (a “Transaction”), other than a Change of Control or a Transaction with a subsidiary or another corporation or other entity that is controlled by the Company, with a Transaction Value equal to or greater than $100,000,000 in the aggregate.
Sample 1
Significant Corporate Transaction means any of the following: (i) a merger, consolidation or reorganization of the Company with or into another corporation or legal entity, or a tender offer or stock sale transaction, as a result of which less than a majority of the combined voting power of the securities of the legal entity resulting from such merger, consolidation or reorganization, following the consummation thereof, is held in the aggregate by the holders of Voting Stock of the Company immediately prior to the consummation thereof; or (ii) a sale or other transfer by the Company of all, or substantially all, of its assets to any legal entity (or license of substantially all of the Company's intellectual property or other assets to similar effect), the majority of the combined voting power of the securities of which, as of the consummation of the transaction, is not held in the aggregate by the holders of Voting Stock of the Company immediately prior to the consummation of such transaction.
Sample 1
Significant Corporate Transaction means any capital reorganization of the shares of Common Stock (other than a subdivision, combination, reclassification, split, reverse split or exchange of shares) or a merger or consolidation of the Company with or into another entity, or any other instance where the BCA requires the holders of the shares of Series A Preferred Stock to vote as a class.
Sample 1

Related to Significant Corporate Transaction

  • 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:

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Significant change means a major decline or improvement in the tenant’s status which does not normally resolve itself without further interventions by staff or by implementing standard disease-related clinical interventions that have an impact on the tenant’s mental, physical, or functional health status.

  • Change in Control of the Company means the occurrence of any 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.

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

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

  • 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.

  • 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.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

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

  • 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.

  • Board Change means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, 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.

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Corporate Change means one of the following events: (i) the merger, consolidation, or other reorganization of the Company in which the outstanding Stock is converted into or exchanged for a different class of securities of the Company, a class of securities of any other issuer (except a direct or indirect wholly owned subsidiary of the Company), cash or other property; (ii) the sale, lease or exchange of all or substantially all of the assets of the Company to any other corporation or entity (except a direct or indirect wholly owned subsidiary of the Company); or (iii) the adoption by the stockholders of the Company of a plan of liquidation or dissolution.

  • 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.

  • Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:

  • Significant tree means a tree:

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

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • 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”).

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

  • Family farm corporation means a corporation founded for the purpose of farming agricultural land in which the majority of the voting stock is held by and the majority of the stockholders are persons or the spouse of persons related to each other within the fourth degree of kinship, according to the rules of the civil law, and at least one of the related persons is residing on or actively operating the farm, and none of whose stockholders are a corporation. A family farm corporation does not cease to qualify under this division where, by reason of any devise, bequest, or the operation of the laws of descent or distribution, the ownership of shares of voting stock is transferred to another person, as long as that person is within the degree of kinship stipulated in this division.

  • Significant Transaction means a transaction which meets any one of the tests below: