Buyout Transaction means a tender offer, merger, sale of all or substantially all the Company's assets or any similar transaction that offers each holder of Voting Securities (other than, if applicable, the Person proposing such transaction) the opportunity to dispose of Voting Securities Beneficially Owned by each such holder for the same consideration or otherwise contemplates the acquisition of Voting Securities Beneficially Owned by each such holder for the same consideration.
Buyout Transaction means a tender offer, merger or any similar transaction that offers holders of Voting Securities (other than, if applicable, the Person proposing such transaction) the opportunity to dispose of the Voting Securities Beneficially Owned by such holders or otherwise contemplates the acquisition by any Person or Group of Voting Securities that would result in Beneficial Ownership by such Person or Group of a majority of the Voting Securities outstanding, or a sale of all or substantially all of Hexcel's assets.
Buyout Transaction means a tender offer, merger, sale of all or substantially all the Company’s assets or any similar transaction, except such a transaction that is proposed by or involves a member of the Investor Group or an Affiliate of any member of the Investor Group and has not been approved by the Board, that offers each holder of Voting Securities (other than, if applicable, the Person proposing such transaction) the opportunity to dispose of Voting Securities Beneficially Owned by each such holder for the same consideration or otherwise contemplates the acquisition of Voting Securities Beneficially Owned by each such holder for the same consideration.
Examples of Buyout Transaction in a sentence
The proposed Buyout Transaction is wrongful, unfair and harmful to Calgene's minority public stockholders, and represents an effort by defendants to aggrandize Monsanto's financial position and interests at the expense of and to the detriment of class members.
Pursuant to the proposed transaction, each of Calgene's minority owned common shares will be purchased for $7.25 per share in cash (the "Buyout Transaction").
The Buyout Transaction is an at- tempt to deny plaintiff and the other members of the Class their right to share proportionately in the true value of Cal- gene's valuable technology, future growth in profits, earnings and dividends, while usurping the same for the benefit of Monsanto on unfair and inadequate terms.
By reason of the foregoing, Plaintiff and the other Class members will be irreparably harmed unless the Buyout Transaction is enjoined by this Court.
Unless the proposed Buyout Transaction is en- joined by the Court, defendants will continue to breach their fiduciary duties owed to the plaintiff and the members of the Class, will not engage in arm's-length negotiations on the merger terms, and will consummate and close the proposed merger complained of and succeed in their plan described above, all to the irreparable harm of the members of the Class.
More Definitions of Buyout Transaction
Buyout Transaction means a tender offer, merger, sale of all or substantially all the Corporation's assets or any similar transaction that offers holders of Voting Securities (other than, if applicable, the Person proposing such transaction) the opportunity to dispose of Voting Securities Beneficially Owned by such holders or otherwise contemplates the acquisition by any Person or Group of Voting Securities that would result in Beneficial Ownership by such Person or Group of a majority of the Voting Securities outstanding, or a sale of all or substantially all of the Corporation's assets.
Buyout Transaction has the meaning set forth in Section 11(a).
Buyout Transaction means a tender offer, exchange offer, merger, consolidation, acquisition, business combination or similar transaction that has been approved by the Board, that offers each holder of Common Stock (other than, if applicable, the Person proposing such transaction or other Persons participating in such transaction, including Persons who roll over their Common Stock) the opportunity to receive with respect to such holder’s Common Stock the same consideration per share of Common Stock (which shall include, without limitation, cash and share election transactions) or otherwise contemplates the acquisition of Common Stock beneficially owned by each such holder for the same consideration (which shall include, without limitation, cash and share election transactions); provided that the decision by certain holders to roll over their Common Stock shall not exclude such a transaction from being considered a Buyout Transaction.
Buyout Transaction a tender offer, merger, sale of all or substantially all the Company's assets or any similar transaction that offers each holder of Voting Securities (other than, if applicable, the Person proposing such transaction) the opportunity to dispose of Voting Securities Beneficially Owned by each such holder for the same consideration or otherwise contemplates the acquisition of Voting Securities Beneficially Owned by each such holder for the same consideration.
Buyout Transaction means a tender offer, merger, sale of all or substantially all the Company's assets or any similar transaction that offers each holder of Voting Securities (other than, if applicable, the Person proposing such transaction) the opportunity to dispose of Voting Securities Beneficially Owned by each such holder for the same consideration or otherwise contemplates the acquisition of Voting Securities Beneficially Owned by each such holder for the same consideration. "Cash Transaction" is defined in Section 4.02(b)(i). "CD&R" means Xxxxxxx, Dubilier & Rice, Inc., a Delaware corporation. "Closing" is defined in Section 1.02. "Closing Date" is defined in Section 1.02. "Code" means the Internal Revenue Code of 1986, as amended. "Common Stock" is defined in the recitals to this Agreement. "Company" is defined in the recitals to this Agreement. "Company Business Financial Statements" is defined in Section 3.01(g)(i). "Company By-laws" is defined in Section 3.01(a). "Company Charter" is defined in Section 3.01(a). "Company Intellectual Property" is defined in Section 3.01(s). "Company Meeting" is defined in Section 8.05(a). "Company Meeting Proposal" is defined in Section 8.05(a). "Company SEC Documents" is defined in Section 3.01(f). "Company Stock Plans" is defined in Section 3.01(d). "Company Stockholder Approval" is defined in Section 3.01(b). "Contingent Stock" means Common Stock issued after the Closing Date pursuant to (i) the Amendment to Stock Purchase Agreement, dated as of June 20, 1996, by and between the Company and Xxxx Xxxxxx or (ii) any security, option, warrant, call, subscription, right, contract, commitment, arrangement or understanding required to be disclosed on Schedule 3.01(d) but not disclosed thereon. "Contract" is defined in Section 3.01(c)(i). "Delivery Cut-off Time" is defined in Section 8.04. "DGCL" is defined in Section 3.01(q). "Distribution Agreements" is defined in the recitals to this Agreement. "Distributions" is defined in the recitals to this Agreement. "Distributed Companies" is defined in the recitals to this Agreement. "Employee" means any employee or former employee of any member of the Company or any of its Subsidiaries or any beneficiary or dependent of any such employee or former employee. "Employee Benefit Plans" means all defined contribution, defined benefit, welfare benefit, bonus, incentive compensation, stock option, stock purchase, stock appreciation right, stock bonus, incentive, deferred compensation, insurance, me...
Buyout Transaction means any capital raising transaction effectuated by the Company if the proceeds of such transaction are utilized by the Company to repay in full the total amount owed under the Debentures concurrently with the closing of such transaction.
Buyout Transaction means a transaction consummated on or prior to December 31, 2028, pursuant to which KPCo sells, transfers and assigns to WPCo, and WPCo purchases and assumes from KPCo, all of KPCo’s Ownership Interest (including KPCO’s interest in the underlying land, common facilities, barge unloading and gypsum conveyor facilities, and inventory and spare parts with respect to the Mitchell Plant).