Competing Transaction definition

Competing Transaction has the meaning set forth in Section 6.1(n).

Competing Transaction means any of the following (other than the Transactions): (i) any merger, consolidation, share exchange, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company or to which 15% or more of the total revenue or net income of the Company are attributable; (ii) any sale, lease, exchange, transfer or other disposition of assets or businesses that constitute or represent 15% or more of the total revenue, net income or assets of the Company and its Subsidiaries, taken as a whole; (iii) any sale, exchange, transfer or other disposition of 15% or more of any class of equity securities of the Company, or securities convertible into or exchangeable for 15% or more of any class of equity securities of the Company; (iv) any tender offer or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of equity securities of the Company; or (v) any combination of the foregoing.

Competing Transaction shall have the meaning specified in Section 6.3.

Examples of Competing Transaction in a sentence

• Each of the Company and its Subsidiaries shall immediately cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a Competing Transaction.

• The preceding sentence shall not prohibit the Company from providing to its business affiliates, customers and potential customers information of the nature typically provided in connection with potential commercial transactions in the ordinary course of business consistent with past practice to the extent that it is reasonably expected that the provision of such information will not lead to a Competing Transaction or any inquiry, proposal or offer with respect thereto.

• The Company agrees that any discussions or negotiations regarding any Competing Transaction (other than discussions or negotiations with Parent) in progress as of the date hereof will be suspended during such period, and that Parent will not accept or enter into any agreement, arrangement or understanding regarding any Competing Transaction with any party other than Parent during such period.

• The Company shall promptly notify Parent after receipt by the Company or any of its Subsidiaries of any proposal for, or inquiry respecting, any Competing Transaction, or any request for nonpublic information in connection with such proposal or inquiry or for access to the properties, books or records of the Company or any of its Subsidiaries by any person that informs or has informed the Company or any of its Subsidiaries that it is considering making or has made such a proposal or inquiry.

• None of the Company or any of its Subsidiaries, or, to Company’s Knowledge, any Stockholder, or to the Company Knowledge, any of their respective Affiliates has breached any exclusivity, no shop or similar obligation to any third party in connection with the negotiation of the Transactions or any other Competing Transaction.

More Definitions of Competing Transaction

Competing Transaction means any merger, consolidation, share exchange, business combination or similar transaction involving the Company or any of its subsidiaries or the acquisition in any manner, directly or indirectly, of a material interest in any voting securities of, or a material equity interest in a substantial portion of the assets of, the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement.

Competing Transaction means any of the following involving the Company (other than the Merger and the other transactions contemplated by this Agreement): (i) a merger, consolidation, share exchange, business combination or other similar transaction; (ii) any sale, lease, exchange, transfer or other disposition of a material portion of the assets or debt or equity securities of such party; (iii) a tender offer or exchange offer for 15% or more of the outstanding voting securities of such party; or (iv) any solicitation in opposition to approval by the stockholders of the Company of this Agreement and the Merger.

Competing Transaction shall have the meaning given such term in Section 6.12.

Competing Transaction has the meaning set forth in Section 9.12(a).

Competing Transaction means any proposal or offer from or to, or any agreement or understanding with, any Third Party relating to any direct or indirect acquisition, in one transaction or a series of transactions, of interests in all or a material portion of the Assets (excluding the Excluded Assets), or any transaction such as the transaction contemplated by this Agreement and the Transaction Documents, in each case other than this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

Competing Transaction has the meaning assigned to such term in Section 4.9(a).

Competing Transaction is defined in Section 5.8.