Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.
Strategic Transaction means any Fundamental Transaction occurring following the consummation of our Business Combination other than (i) any reorganization, recapitalisation or reclassification of the Class A Shares in which holders of the Company’s voting power immediately prior to such reorganization, recapitalisation or reclassification continue after such reorganization, recapitalisation or reclassification to hold publicly traded shares and, directly or indirectly, are the holders of a majority of the voting power of the surviving or resulting entity (or entities) with the authority or voting power to elect a majority of the members of the board of directors of the Company (or their equivalent if other than a company) of such entity or entities after such reorganization, recapitalisation or reclassification, (ii) pursuant to a domestication or migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) any transaction or series of related transactions which would result in a majority of the board of directors of the Company or the board of directors of the combined or resulting entity following the consummation of such transaction or series of related transactions being comprised of individuals who shall have not been members of the board of directors of the Company immediately prior to the consummation of such transaction or series of related transactions.
Strategic Transaction means a transaction or relationship in which the Company issues Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.
Examples of Strategic Transaction in a sentence
The SPAC and the Sponsor hereby consent to each of the Target Companies and the Acquired Entities solicitation of, exploration and negotiation of, and entry into, and consummation of, any and all Strategic Transactions and waive any past, current or future defaults under the BCA or any other Ancillary Document caused by, arising from, or in connection with, any Strategic Transaction, including, without limitation, any breach of the Specified Sections.
Subject to approval of the Board, on the earlier to occur of the closing of the Series C Funding, a Strategic Transaction and the first anniversary of the Effective Date, Executive will be granted an incentive stock option to purchase shares of the common stock of the Company representing approximately 2.0% of the shares of the Company’s common stock on a fully diluted basis as of such date, in consideration of his continued services to the Company under this Agreement.
Following the close of the Series C Funding or a Strategic Transaction, the Company shall, during the Employment Term, pay Executive a Base Salary of Twenty-Five Thousand Dollars ($25,000) per month (the “Post Series C Salary”), less statutory deductions and withholdings, payable in accordance with the Company’s regular payroll practices.
More Definitions of Strategic Transaction
Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
Strategic Transaction means a transaction or relationship in which (1) the Company issues shares of Common Stock to a Person that the Board of Directors of the Company determined in good faith is, itself or through its Subsidiaries, an operating company in a business synergistic with the business of the Company (or a shareholder thereof) and (2) the Company expects to receive benefits in addition to the investment of funds, but shall not include (x) a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to a Person whose primary business is investing in securities or (y) issuances to lenders.
Strategic Transaction means the issuance of up to 69,461,377 Ordinary Shares as partial consideration for the purchase of all of the outstanding share capital of NetNut Ltd., an Israeli corporation (and up to 44,756,273 pursuant to certain earn-outs), and certain assets of DiViNetworks Ltd., as further described on Schedule 3.1(g) attached hereto.
Strategic Transaction has the meaning set forth in the Recitals to this Agreement.
Strategic Transaction means a financing event, joint venture, merger, acquisition, change in control, equity investment, or initial public offering involving a Party, or a sale of all or substantially all of a Party’s business or assets relating to this Agreement.
Strategic Transaction means, with respect to a Party, the occurrence of any of the following events: (i) the direct or indirect acquisition by any Third Party of more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of such Party normally entitled to vote in elections of directors; (ii) the sale, transfer, conveyance or other disposition of all or substantially all of such Party’s assets to which this Agreement relates to a Third Party, or (iii) the consummation of a merger, acquisition, consolidation or other similar transaction between or involving a Third Party and such Party (or the ultimate parent Entity which, immediately prior to the Strategic Transaction, directly or indirectly controls such Party).
Strategic Transaction means a plan, agreement or understanding that, if consummated, would result in one or more of the following: (a) the acquisition by any Person (other than the Corporation or any of its Affiliates, any Employee Benefit Plan, or any Person organized, appointed or established pursuant to the terms of any Employee Benefit Plan) of securities of (i) the Corporation representing at least 50% of the combined voting power of the Corporation’s then outstanding securities (other than pursuant to a tender offer or exchange offer that is subject to Section 13(e) or Section 14(d) of the Securities Exchange Act of 1934, as amended (or successor provision)) or (ii) Journal Sentinel, Inc. representing at least 50% of the combined voting power of the then outstanding securities of Journal Sentinel, Inc.; (b) any consolidation, merger, share exchange or other business combination of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the Corporation’s capital stock would be converted into cash, securities or other property, other than a consolidation, merger, share exchange or other business combination of the Corporation following which at least 50% of the combined voting power of the surviving corporation is owned by holders of the Corporation’s capital stock immediately prior to the merger; (c) any consolidation, merger, share exchange or other business combination of Journal Sentinel, Inc. in which Journal Sentinel, Inc. is not the continuing or surviving corporation or pursuant to which shares of capital stock of Journal Sentinel, Inc. would be converted into cash, securities or other property, other than a consolidation, merger, share exchange or other business combination of Journal Sentinel, Inc. (i) with or into the Corporation or (ii) with or into another corporation following which at least 50% of the combined voting power of the surviving corporation is owned by the Corporation; (d) any sale, lease, exchange or other transfer of all, or substantially all, of the consolidated assets of the Corporation; (e) any sale, lease, exchange or other transfer of all, or substantially all, of the consolidated assets of Journal Sentinel, Inc.; or (f) any relocation of the Corporation’s principal executive offices from the Milwaukee metropolitan area.