Company Transaction definition

Company Transaction means the consummation of

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Company Transaction has the meaning specified in Section 13.04.

Company Transaction means a Change of Control or a Significant Operating Unit Transaction.

Examples of Company Transaction in a sentence

• The Accounting Firm shall consider only those items and amounts in Purchaser’s and Seller’s respective calculations of the Closing Consideration, including the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash, and/or Company Transaction Expenses that are identified as being items and amounts to which Purchaser and Seller have been unable to agree.

• The Estimated Statement shall include reasonably detailed calculations of each of the components of the Estimated Net Working Capital Adjustment, Estimated Indebtedness, Estimated Cash and the Estimated Company Transaction Expenses.

• If an Objection Notice is delivered to Purchaser, then Purchaser and Seller shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Consideration, including the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash or Company Transaction Expenses, and any such resolution shall be conclusive, final and binding on all of the parties (in such instance, a Final Statement).

• No broker, investment banker, financial advisor or other Person (other than Rothschild & Co US Inc., whose fees and expenses shall be paid by the Company and included in the calculation of Company Transaction Expenses) is entitled to receive any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the Transaction Documents or the consummation of the transactions contemplated by this Agreement payable by the Company or any of its Subsidiaries.

• The Accounting Firm’s determination of the Closing Consideration, including the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash, and/or Company Transaction Expenses, as applicable, shall be based solely on written materials submitted by Purchaser and Seller (i.e., not on independent review) and on the definitions set forth in, and on a basis consistent with, this Agreement and the Accounting Principles.

More Definitions of Company Transaction

Company Transaction means any (i) reorganization, liquidation, dissolution or recapitalization of any Company, (ii) merger or consolidation involving any Company, (iii) purchase or sale of any material portion of its assets (other than inventory in the ordinary course of business) or any capital stock or other equity interests (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock or other equity interests) of any Company, or (iv) similar transaction or business combination involving any Company or its businesses or assets.

Company Transaction means consummation of:

Company Transaction means the consummation of either (i) a merger or consolidation of the Company with or into any other company, entity or person or (ii) a sale, lease, exchange or other transfer of all or substantially all of the Company’s then outstanding securities or all or substantially all of the Company’s assets in one transaction or a series of related transactions undertaken with a common purpose; provided, however, that a Company Transaction shall not include a Related Party Transaction.

Company Transaction means the consummation of (i) a reorganization, merger or consolidation of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company and its direct and indirect subsidiaries taken as a whole, except in each case a transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (2) no Person (other than the Company) will beneficially own, directly or indirectly, more than twenty-five percent (25%) of, respectively, the outstanding shares of common stock of the Company resulting from such transaction or the combined voting power of the outstanding voting securities of such Company entitled to vote generally in the election of directors, except to the extent that such ownership existed with respect to the Company prior to the transaction, and (3) individuals who were members of the Board immediately prior to the approval by the stockholders of the Company of such transaction will constitute at least a majority of the members of the board of directors of the Company resulting from such transaction.

Company Transaction means any purchase or return of Goods and/or Services through a Company Channel, including from a Licensee, using an Account.

Company Transaction means consummation of: (a) a merger or consolidation of the Company with or into any other company; (b) a statutory share exchange pursuant to which all of the Company’s outstanding shares are acquired or a sale in one transaction or a series of transactions undertaken with a common purpose of all of the Company’s outstanding voting securities; or (c) a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company’s assets, excluding, however, in each case, any such transaction pursuant to which (i) the Entities who are the beneficial owners of the Outstanding Company Voting Securities immediately prior to such transaction will beneficially own, directly or indirectly, at least 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Successor Company in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Voting Securities; (ii) no Entity (other than the Company, any employee benefit plan (or related trust) of the Company, a Related Company or a Successor Company) will beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Successor Company entitled to vote generally in the election of directors unless such ownership resulted solely from ownership of securities of the Company prior to such transaction; and (iii) individuals who were members of the Incumbent Board will immediately after the consummation of such transaction constitute at least a majority of the members of the board of directors of the Successor Company. Where a series of transactions undertaken with a common purpose is deemed to be a Company Transaction, the date of such Company Transaction shall be the date on which the last of such transactions is consummated.

Company Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: