Acceptable Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.
Acceptable Transaction means the issuance by the Company of: (1) debt securities or any class or series of preferred stock of the Company, in each case that are not convertible into or exchangeable for Common Stock or securities convertible into or exchangeable for Common Stock; (2) shares of Common Stock or securities convertible into or exchangeable for Common Stock other than in connection with a Below Market Offering or an ATM, and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (3) shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with an underwritten public offering of equity securities of the Company or a registered direct public offering of equity securities of the Company, in each case where the price per share of such Common Stock (or the conversion or exercise price of such securities, as applicable) is fixed concurrently with the execution of definitive documentation relating to such offering, and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (4) shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with awards under the Company’s benefit and equity plans and arrangements or shareholder rights plan (as applicable), and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (5) shares of Common Stock issuable upon the conversion, exercise or exchange of equity awards or convertible, exercisable or exchangeable securities outstanding as of the Closing Date; (6) shares of Common Stock in connection with stock splits, stock dividends, stock combinations, recapitalizations, reclassifications and similar events; (7) shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock issued in connection with the acquisition, license or sale of one or more other companies, equipment, technologies, other assets or lines of business, and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (8) shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or similar rights to subscribe for the purchase of shares of Common Stock in connection with technology sharing, collaboration, partnering, licensing, research and joint development agreements (or amendments thereto) with third parties, and the issuance of shares of Common Stock upon the conversion, ex...
Acceptable Transaction means a transaction pursuant to which one hundred percent (100%) of the Common Stock is acquired for cash (including by means of a merger, consolidation, amalgamation or other business combination) by any Person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of Persons, so long as concurrently therewith all outstanding indebtedness under the Term Loan Credit Agreement is paid in full in cash; provided that a definitive acquisition agreement with respect to such transaction is entered into and publicly announced by September 30, 2019 and such transaction is consummated within sixty (60) days thereafter.
Examples of Acceptable Transaction in a sentence
As at June 4, 2021, more than 12 months after the commencement of the initial Forbearance Period, the Legal Owner still had not received a binding commitment in respect of an Acceptable Transaction and requested a final extension of the Forbearance Period.
The Final Forbearance Period expired without the Legal Owner having received a binding commitment in respect of an Acceptable Transaction (let alone having closed same).
The Payoff Transaction must be consummated on or before the Maturity Date, must provide funds sufficient to enable the Payment in Full of the Obligations at the initial closing of such Payoff Transaction and must otherwise be on terms and conditions satisfactory to Agent (an "Acceptable Transaction").
An Event of Default under Section 11.1(c) of the Loan Agreement as a result of Obligors' failure to consummate an Acceptable Transaction pursuant to Signed Purchase Documentation and cause the Full Payment of all Obligations to the extent required by that certain Fifth Amendment to Loan Agreement and Forbearance Agreement or that certain Sixth Amendment to Loan Agreement and Forbearance Agreement.
The Company will review each Final Bid that contemplates an Acceptable Transaction (“Acceptable Bids”).
More Definitions of Acceptable Transaction
Acceptable Transaction as defined in Section 10.1.19(a).
Acceptable Transaction has the meaning specified therefor in Section 5.16(a) of the Agreement.
Acceptable Transaction means the issuance by the Company of: (1) debt securities or any class or series of preferred stock of the Company, in each case that are not convertible into, or exercisable or exchangeable for, Common Stock or securities convertible into or exchangeable for Common Stock; (2) shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock other than in connection with a Below Market Offering or an ATM, and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (3) shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in connection with an underwritten public offering of equity securities of the Company or a registered direct public offering of equity securities of the Company, in each case where the price per share of such Common Stock (or the conversion, exercise or exchange price of such securities, as applicable) is fixed concurrently with the execution of definitive documentation relating to such offering, and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (4) shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in connection with awards under the Company’s benefit and equity plans and arrangements or shareholder rights plan (as applicable), and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (5) shares of Common Stock issuable upon the conversion, exercise or exchange of equity awards or convertible, exercisable or exchangeable securities outstanding as of the Closing Date; (6) shares of Common Stock in connection with stock splits, stock dividends, stock combinations, recapitalizations, reclassifications and similar events; (7) shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock issued in connection with the acquisition, license or sale of one or more other companies, equipment, technologies, other assets or lines of business, and the issuance of shares of Common Stock upon the conversion, exercise or exchange thereof; (8) shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or similar rights to subscribe for the purchase of shares of Common Stock in connection with technology sharing, collaboration, partnering, licensing, research and joint development agreements (or amendments thereto) with thi...
Acceptable Transaction means a transaction pursuant to which one hundred percent (100%) of the common stock of Administrative Borrower is acquired for cash (including by means of a merger, consolidation, amalgamation or other business combination) by any Person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of Persons, so long as concurrently therewith the Obligations are paid in full in cash; provided that such transaction is announced by September 30, 2019 and consummated within 60 days thereafter.
Acceptable Transaction means a transaction (a) that by its terms each of the Stockholders would receive at closing thereof for each of their respective Subject Shares (and each share of Company Stock subject to their respective Company Restricted Stock Awards and Company Options) cash consideration in an amount, or freely tradable (unrestricted) securities listed on a national securities exchange with a trading value at the time of closing of such transaction, exceeding the Minimum Amount (less in the case of Company Options the per share exercise price thereof) and no less than the consideration per share payable to other holders of Company Stock, and (b) that is reasonably likely to be consummated within six months of the execution of a definitive agreement with respect to such transaction. “Minimum Amount” means the amount of the Per Share Cash Consideration plus an amount equal to 2.5% of the Per Share Cash Consideration.
Acceptable Transaction shall have the meaning set forth in Section 10.1.19(a). Acquisition: a transaction or series of transactions resulting in (a) acquisition of a business, division, or substantially all assets of a Person; (b) record or beneficial ownership of 50% or more of the Equity Interests of a Person; or (c) merger, consolidation or combination of Borrower or a Subsidiary with another Person. <->1<->
Acceptable Transaction means the sale or transfer of all or substantially all of the common stock or assets of the Company, or a merger or other business combination with respect thereto, as to which any Relevant Credit Party has (i) a long-term senior unsecured debt rating of at least “BBB+” provided by Standard & Poor’s Corporation or at least “Baal” provided by Xxxxx’x Investors Services, or (ii) is judged by the Required Holders, in their reasonable discretion, to have a creditworthiness equal to or in excess of the level that would be indicated by such a debt rating. For the avoidance of doubt, the entry into a binding written commitment with respect to any such sale or combination that would otherwise constitute an Acceptable Transaction, or the approval of any such sale or combination that would otherwise constitute an Acceptable Transaction by the United States Bankruptcy Court for the District of Maryland or by another court of competent jurisdiction, in either case shall be deemed to constitute an Acceptable Transaction if such sale or combination shall ultimately be consummated and closed on or before December 31, 2004, and otherwise an Event Date shall be deemed to have occurred on December 31, 2004. For the further avoidance of doubt, the consummation of either (i) the transactions contemplated by the Stock Purchase Agreement by and among National Energy & Gas Transmission, Inc., Gas Transmission Corporation, GTN Holdings LLC and TransCanada Corporation, TransCanada Pipeline USA Ltd. and TransCanada American Investments Ltd. dated as of February 24, 2004 (as amended up to and including the date hereof, the “SPA”) or (ii) the transactions contemplated by the SPA as amended by Exhibit 7.17(c) to the SPA, shall be deemed to constitute an Acceptable Transaction.