Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.
Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than
Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be
Examples of Approved Transaction in a sentence
Contract #WLS295 Amendment 3 Created: By: Status: 2023-08-28 Xxxxxx Xxxx (xxxxx@xxxxx.xxx) Approved Transaction ID: CBJCHBCAABAAfEs-Iqfsspx6OT7PDnDLY3ZgpklepXpl Final Audit Report 2023-08-30 "RENEWAL: Renaissance Learning, Inc.
More Definitions of Approved Transaction
Approved Transaction shall have the meaning set forth in Section 7.3.
Approved Transaction means any of the following transactions consummated with the approval, recommendation or authorization of the Board:
Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the
Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock would be changed or converted into or exchanged for cash, securities or other property, other than any such transaction in which the holders of the Common Stock immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the persons who are holders of the Common Stock immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.
Approved Transaction means any transaction that occurs at a time when -------------------- Continuing Directors are in office and a majority of the Continuing Directors then in office has determined that the transaction is in the best interest of the Company and its stockholders.
Approved Transaction means any sale, lease, transfer or disposition of properties or assets to the extent that the Company shall, within 5 Business Days of such sale, lease, transfer or disposition, certify in writing to each holder of outstanding Notes that such transaction shall constitute an "Approved Transaction" for all purposes hereof. The Company will, on a date not later than the 365th day after the occurrence of any Approved Transaction, apply an amount equal to the after tax proceeds of each Approved Transaction to either
Approved Transaction when used with respect to TCI or the Company, as applicable, means any transaction in which the Relevant Board (or, if approval of the Relevant Board is not required as a matter of law, the stockholders of the Applicable Person) shall approve (i) any consolidation or merger of the Applicable Person, or binding share exchange, pursuant to which shares of common stock of the Applicable Person would be changed or converted into or exchanged for cash, securities or other property, other than any such transaction in which the common stockholders of the Applicable Person immediately prior to such transaction have the same proportionate ownership of the common stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Applicable Person is a party as a result of which the persons who are common stockholders of the Applicable Person immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Applicable Person ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Applicable Person, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Applicable Person. Notwithstanding the foregoing, none of such transactions that occur with respect to the Company while the Company is a Subsidiary of TCI and that are effected in connection with a spin off of the Company or rights offering of Company Common Stock to TCI's stockholders or equivalent transaction shall constitute an Approved Transaction.