Alternative Acquisition Transaction definition

Alternative Acquisition Transaction means any event or series of events pursuant to which a party or its board of directors enters into an agreement or recommends to its shareholders any agreement (other than this Agreement) pursuant to which any Person would (i) merge or consolidate with such party, with the result that the shareholders of such party hold less than 50% of the stock or voting power of the surviving entity, (ii) acquire 50% or more of the assets or liabilities of such party or any of its subsidiaries, or (iii) purchase or otherwise acquire (including by merger, consolidation, share exchange or any similar transaction) stock or other securities representing or convertible into 50% or more of the stock or voting power of such party or any one or more of its subsidiaries.
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Alternative Acquisition Transaction means any tender offer, agreement, understanding or other proposal of any nature pursuant to which any corporation, partnership, person or other entity, other than VRB, would directly or indirectly (i) acquire or participate in a merger, share exchange, consolidation or any other business combination involving Colonial Bank or IBC; (ii) acquire in excess of fifteen percent (15%) of the outstanding Colonial Bank Stock or IBC or the right to vote fifteen percent (15%) or more of the Colonial Bank Stock or IBC; or (iii) acquire a significant portion of the assets or earning power of Colonial Bank or IBC. .COVENANTS OF VRB Best Efforts. VRB will use its best efforts to obtain and to assist Colonial Bank in obtaining, all necessary approvals, consents and orders, including but not limited to approvals of the FDIC and the Oregon Director, to the transactions contemplated by this Plan of Merger. Continuing Accuracy of Representatives and Warranties. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, VRB will not take any action which would cause or constitute a breach of any of the representations or warranties of VRB contained in this Plan or which would cause any such representations or warranties, if made on and as the date of such event or the Effective Date, to be untrue or inaccurate in any material respect (other than an event so affecting a representation or warranty which is permitted hereby or is expressly limited to a state of facts existing at a time prior to the occurrence of such event). In the event of, and promptly upon becoming aware of the occurrence of or the pending or threatened occurrence of any event which would cause or constitute such a breach or inaccuracy, VRB will give detailed written notice thereof to Colonial Bank and will use its best efforts to prevent or promptly remedy such breach or inaccuracy. Updating Schedules. During the period between the date hereof and the earlier of the Effective Date or the termination of this Plan, VRB will, from time to time and as appropriate to ensure that the schedules provided to Colonial Bank remain at all times accurate and complete, to and including the Effective Date, promptly supplement the schedules. Notwithstanding anything to the contrary contained herein, supplementation of such schedules following the execution of this Plan shall not be deemed a modification of VRB's representations or warranties contained herein.
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Alternative Acquisition Transaction means any transaction or series of related transactions (other than the transactions contemplated by the Agreement and other than any transactions of the type described below between the Company and Parent or any of its affiliates) involving:
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Examples of Alternative Acquisition Transaction in a sentence

  • WSB shall reasonably promptly orally notify Umpqua, followed by written notice, of any bona fide Alternative Acquisition Transaction, whether oral or written, communicated by any Person to WSB, or any indication from any Person that such a Person is considering making any Alternative Acquisition Transaction.

  • Between the date hereof and the earlier of the Effective Date or the termination of this Agreement, neither NBB nor TVB shall, and they shall cause their officers, directors, employees and other agents not to, directly or indirectly initiate contact with any person or entity in an effort to solicit any Alternative Acquisition Transaction.

  • Between the date hereof and the earlier of the Effective Date or the termination of this Agreement, neither WSB nor any of the WSB Banks shall, and they shall cause their officers, directors and other agents not to, directly or indirectly initiate contact with any person or entity in an effort to solicit any Alternative Acquisition Transaction.

  • XXX shall promptly orally notify Umpqua, followed by written notice, of any Alternative Acquisition Transaction, whether oral or written, communicated by any Person to NBB, or any indication from any Person that such a Person is considering making any Alternative Acquisition Transaction.

  • CryptoLogic Shareholders should consult their own tax advisers for advice with respect to the tax consequences to them of a sale of CryptoLogic Shares pursuant to the Offer, a Compulsory Acquisition or Alternative Acquisition Transaction.

  • Colonial Bank shall promptly orally notify VRB followed by written notice, of any Alternative Acquisition Transaction, whether oral or written, by any person or persons to Colonial Bank, or any indication from any person that it is considering making any Alternative Acquisition Transaction.

  • In determining the value of a proposed Alternative Acquisition Transaction, consideration of the right of Goldman to receive the Break-Up Fee and the total economic value, including the non-cash components of the Goldman Acquisition Transaction, shall be considered.

  • L-B Bank shall promptly orally notify Umpqua followed by written notice, of any Alternative Acquisition Transaction, whether oral or written, communicated by any Person to L-B Bank, or any indication from any Person that such a Person is considering making any Alternative Acquisition Transaction.

  • Stockmans shall promptly orally notify Company, followed by written notice, of any Alternative Acquisition Transaction, whether oral or written, communicated by any Person to Stockmans, or any indication from any Person that such a Person is considering making any Alternative Acquisition Transaction.

  • If Goldman elects not to make a New Goldman Acquisition Transaction and if SPFC (after consent of the Committee) determines that only one proposed Alternative Acquisition Transaction provides overall economic benefits to SPFC that are materially greater than the Goldman Acquisition Transaction, then such Alternative Acquisition Proposal shall become the "Final Proposal" and SPFC shall execute the applicable letter of intent within one business day thereafter.

Related to Alternative Acquisition Transaction

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Business Combination Transaction means:

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.