Buyout Transaction. Any proposal by any member of the GE Group to acquire in a transaction or series of related transactions reasonably expected to result in the acquisition of all of the Company Common Stock held by Other Stockholders must be (i) subject to review, evaluation and prior written approval of the Conflicts Committee, and (ii) submitted for approval to the stockholders of the Company, with a non-waivable condition that a majority of the voting power of the outstanding shares of capital stock of the Company held by Other Stockholders approve the transaction (or equivalent tender offer condition).
Buyout Transaction. Any proposal by any Amneal Group Member to acquire in a transaction or series of related transactions reasonably expected to result in the acquisition of all of the Company Common Stock held by Other Stockholders must be subject to (i) the review, evaluation and prior written consent of the Conflicts Committee and (ii) for so long as Amneal Group beneficially owns more than thirty seven and one half percent (37.5%) of the outstanding shares of Company Common Stock, a non-waivable condition that a majority of the voting power of the outstanding shares of Company Common Stock held by Other Stockholders approve the transaction (or equivalent tender offer condition).
Buyout Transaction. Until the Second Trigger Date, any proposal by any member of the Xxxxxxx Group to acquire in a transaction or series of related transactions reasonably expected to result in the acquisition of all of the Company Common Stock held by stockholders other than the Xxxxxxx Group (the “Other Stockholders”) must either be (as elected by Xxxxxxx in its sole discretion) (i) subject to review, evaluation and prior written approval of an RPT Committee, or (ii) submitted for approval to the stockholders of the Company, with a non-waivable condition that a majority of the Company Common Stock held by Other Stockholders approve the transaction (or equivalent tender offer condition).
Buyout Transaction. Any proposal by any member of the Stockholder Group to acquire in a transaction or series of related transactions reasonably expected to result in the acquisition of all of the shares of Minority Common Stock must be (i) subject to review, evaluation and prior written approval of a majority of the Independent Directors, and (ii) submitted for approval to the stockholders of the Company, with a nonwaivable condition that a majority of the voting power of the Minority Common Stock approve the transaction (or equivalent tender offer condition).
Buyout Transaction. Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Company shall be permitted to effectuate a Buyout Transaction without the consent of the Purchasers and such Buyout Transaction shall not be deemed a breach of any covenant or term contained in this Agreement.
Buyout Transaction. Nothing in this Agreement shall prohibit or restrict London Bridge from proposing, participating in, supporting or causing the consummation of a Buyout Transaction if (i) 66-2/3% of the Company's Board approve in advance and in writing the Buyout Transaction and (ii) the Buyout Transaction is consummated in accordance with the terms and conditions approved by the Board.
Buyout Transaction. Until the Second Trigger Date, any proposal by any member of the Emerson Group to acquire in a transaction or series of related transactions reasonably expected to result in the acquisition of all of the Company Common Stock held by stockholders other than the Emerson Group (the “Other Stockholders”) must either be (as elected by Emerson in its sole discretion) (i) subject to review, evaluation and prior written approval of an RPT Committee, or (ii) submitted for approval to the stockholders of the Company, with a non-waivable condition that a majority of the Company Common Stock held by Other Stockholders approve the transaction (or equivalent tender offer condition).
Buyout Transaction. Following the third anniversary of the Measurement Date, Parent may increase its beneficial ownership of Common Stock above 79.9% of the total outstanding shares of Common Stock only pursuant to a Buyout Transaction complying with the following procedures:
6.13.1 If Parent is able to obtain the approval of a majority of the Company's Independent Directors for a proposed Buyout Transaction after they have received an opinion, satisfactory to them, from an internationally recognized investment bank selected by the Independent Directors on the aggregate Third Party Sale Value with respect to such Buyout Transaction, Parent may proceed with such Buyout Transaction (in which event nothing in this Agreement will prevent or impede such Buyout Transaction from proceeding or being consummated and the Company will take all action reasonably necessary to allow such transaction to proceed in accordance with the provisions hereof).
6.13.2 If pursuant to Section 6.13.1 Parent is not able to obtain the approval of a majority of the Independent Directors for a proposed Buyout Transaction within 60 days after such Buyout Transaction is first proposed to the directors of the Company, Parent may either (a) withdraw such proposal or (b) request arbitration of the amount of the Third Party Sale Value. Parent and the Company will appoint an independent appraiser (which will be an internationally recognized investment bank) mutually satisfactory to them that will determine the aggregate Third Party Sale Value with respect to the proposed Buyout Transaction. If Parent and the Company are unable to agree on a mutually acceptable appraiser within such 15-day period, the Third Party Sale Value will be determined by an independent appraiser (which will be an internationally recognized investment bank) chosen by two other independent appraisers (which will be internationally recognized investment banks), one of whom will be appointed by Parent and the other of whom will be appointed by the Company or, if such two appraisers are unable to agree on a third appraiser within seven days after the appointment of the second of them, by the American Arbitration Association (or its successor); provided, however, that if Parent or the Company will not have appointed its appraiser within 30 days after a request by Parent for determination of the amount of the Third Party Sale Value, such determination will be made solely by the appraiser selected by the other party. Parent and the Company may ea...
Buyout Transaction. Until the Second Trigger Date, any proposal by any member of the Xxxxxxx Group to acquire in a transaction or series of related transactions reasonably expected to result in the acquisition of all of the Company Common Stock held by stockholders other than the Xxxxxxx Group (the “Other Stockholders”) must either be (as elected by Xxxxxxx in its sole discretion) (i) subject to review, evaluation and prior written approval of an RPT Committee, or (ii) submitted for approval to the stockholders
Buyout Transaction. The Parties shall undertake to perform in accordance with Schedule 5.35 of the Disclosure Schedules.
