COC Transaction definition

COC Transaction means any of the following (i) a merger of the Company with and into an unaffiliated third party, (ii) the sale of all or any material portion of the business or assets of the Company to any Person other than OM plc or a Subsidiary of OM plc, (iii) the acquisition by any Person other than OM plc or a Subsidiary of OM plc of an amount equal to or greater than twenty-five percent (25%) of the issued and outstanding Ordinary Shares, (iv) a scheme of arrangement between the Company and its members pursuant to which any Person other than OM plc or a Subsidiary of OM plc acquires legal or beneficial ownership of twenty-five percent (25%) or more of the Equity Share Capital of the Company or any of its Subsidiaries, and (v) any other transaction or series of transactions resulting in a change of Control of the Company or any of its Subsidiaries.
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COC Transaction is defined in Section 1.6(a).
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COC Transaction is defined in the definition of “Merger Agreement”.
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Examples of COC Transaction in a sentence

  • For the avoidance of doubt, except as otherwise agreed in writing by the Lender, the consent and waiver set forth in this Section 1 shall be of no further force or effect, and shall be rescinded, on and at all times after February 28, 2019 in the event that the COC Transaction has not be consummated by February 27, 2019.

  • The Company shall, promptly upon receipt thereof, provide OM plc with copies of all drafts and final versions (and any comments thereon) of term sheets, draft agreements and other material documents relating to such COC Transaction exchanged between the proposed parties thereto.

  • As requested by OM plc from time to time while such discussions continue, the Company shall, in person or by telephone, provide OM plc a summary of the status of such discussions and the material resolved or unresolved issues related thereto, including proposed amendments to the price and other material terms of such proposed COC Transaction.

  • The COC Bonus shall be paid in a single lump sum in cash, less applicable withholdings, within sixty (60) days following the closing of the COC Transaction or the IPO, with the exact date of payment being determined by the Company or the successor thereto in its sole and absolute discretion.

  • Employee shall be eligible to receive a bonus, subject to required withholdings, in the event of a COC Transaction (as defined below) or an IPO (as defined below), as the case may be, subject to the conditions set forth in this Section 5(c) as follows.

  • The “Value of the Company” shall be the value of the Company at the time of the COC Transaction or an IPO, as the case may be.

  • If the Seller exercises the Buy-Back Option, Seller shall, on or before [*] following the consummation of a COC Transaction, purchase from the Buyer all of Buyer’s rights to the Revenue Participation Rights that will become due pursuant to Section 5.2(a) for the Buy-Back Price.

  • During the Dentsu First Offer Period, BDM shall not directly or indirectly solicit or encourage any inquiries or proposals for, or enter into or continue any discussions with respect to, any BDM COC Transaction with any third party.

  • If a BDM COC Transaction is not consummated within such 180-day period, BDM shall not be permitted to agree to a BDM COC Transaction pursuant to this Section 9.2(a) without again complying with each requirement in this Section 9.2(a).

  • If the Seller exercises the Buy-Back Option, Seller shall, on or before following the consummation of a COC Transaction, purchase from the Buyer all of Buyer’s rights to the Revenue Participation and Milestone Right that will become due (and, if applicable, are due) for the Buy-Back Price.


More Definitions of COC Transaction

COC Transaction shall have the meaning ascribed to such term under Clause 5.11 (a);
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COC Transaction is defined in Section 2.8(a).
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COC Transaction is defined in Section 7.4(a).
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COC Transaction has the meaning given in Clause 24.1 (Right of First Offer);;
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COC Transaction means any Transaction that constitutes a Change of Control and as a result of which, in accordance with Section 4.1(j), a Warrant would, but for the provisions of Section 3.7 hereof, be exercisable for Substituted Property on or after the consummation thereof.
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COC Transaction means any transaction involving a change of control of GGB or the sale of all or substantially all of the assets of GGB, whether by merger, arrangement, amalgamation, share exchange or any other similar transaction. Company Board has the meaning set forth in the Recitals. Company Business has the meaning set forth in the Recitals.
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Related to COC Transaction

  • 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.

  • Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • 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.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

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

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • 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.

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

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

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

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

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

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

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

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • 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.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • 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).

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

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • 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.

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

  • Excluded Transactions means:

  • 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: