Definition of Acquisition. For the purposes of this Section 7.3(b) only, “Acquisition,” with respect to the Company, shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the members of the Company immediately preceding such transaction hold less than fifty-one percent (51%) of the aggregate equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent thereof, (ii) a sale or other disposition by the Company of assets representing in excess of fifty-one percent (51%) of the aggregate fair market value of the Company’s business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company or such person or group), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of Units representing in excess of fifty-one percent (51%) of the voting power of the then outstanding Units.
Definition of Acquisition. For purposes of this Warrant, “Acquisition” means: (a) any direct or indirect sale, license. or other disposition of all, or substantially all, of the assets (including intellectual property) of the Company; (b) any direct or indirect sale or disposition of all, or substantially all, of the capital stock of the Company; or (c) any direct or indirect reorganization, consolidation, merger or sale of the voting securities of the Company or any other direct or indirect transaction, or series of transactions, where the holders of the Company’s voting securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity following any such transaction or series of transactions.
Definition of Acquisition. Acquisition" shall mean: (x) any merger, consolidation or purchase of outstanding capital stock of the Company after which the voting securities of the Company outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such event; or (y) any sale of all or substantially all of the assets of the Company (other than in a spin-off or similar transaction).
Definition of Acquisition. Acquisition" shall be defined to mean ------------------------- an acquisition of the Company (a) by merger into another entity, (b) by reverse triangular merger, (c) by purchase of all or substantially all of the EXHIBIT 99.3 Company's assets, or (d) by private purchase of Xxxxx Xxxxxxx'x shares of the Company by a strategic corporate buyer which intends to exercise control over the Company.
Definition of Acquisition. For the purposes of this Section 7.3(b) only, “Acquisition,” with respect to the Company, shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) the Company merges or consolidates with or into, or is acquired, directly or indirectly, by merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, by a third party, (ii) a sale or other disposition by the Company of assets representing in excess of forty percent (40%) of the aggregate fair market value of the Company’s business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company or such person or group), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 40% of the voting power of the then outstanding shares of capital stock of the Company.
Definition of Acquisition. For the purposes of this Section 7.3(b) only, “Acquisition” shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to which Company stockholders immediately preceding such transaction hold less than sixty percent (60%) of the aggregate equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent thereof, (ii) a sale or other disposition by Company of assets representing in excess of forty percent (40%) of the aggregate fair market value of Company’s business immediately prior to such sale, or (iii) the acquisition by any Person or group (including by way of a tender offer or an exchange offer or issuance by Company or such Person or group), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of forty percent (40%) of the voting power of the then outstanding shares of capital stock of Company.
Definition of Acquisition. The definition of “Acquisition” in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:
Definition of Acquisition. An Acquisition means (i) a sale of all or substantially all of the assets of the Company, or (ii) a merger, consolidation or other transaction or series of related transactions in which the Company's shareholders immediately prior thereto own less than a majority of the voting stock of the Company (or its successor or parent) immediately thereafter, provided however that neither (a) a merger effected exclusively for the purpose of changing the domicile of the Company, or (b) an equity financing in which the Company is the surviving corporation shall be deemed to be an Acquisition.
Definition of Acquisition. Section 1.1 of the Original Agreement is hereby amended as follows:
i. The definition of “Acquisition” in Section 1.1 of the Original Agreement is hereby deleted and replaced in its entirety with the following:
Definition of Acquisition. For the purposes of this Section 7.3(b) only, "ACQUISITION," with respect to the Company, shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty-one percent (51%) of the aggregate equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent thereof, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company or such person or group), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.
