Conflict Transaction definition

Conflict Transaction has the meaning set forth in Article X of the Symphony Dynamo Charter.
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Conflict Transaction has the meaning set forth in Article IX of the Symphony Evolution Charter.
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Conflict Transaction has the meaning set forth in Article X of the Symphony Icon Charter.
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Examples of Conflict Transaction in a sentence

  • This Section shall not be construed to require authorization, ratification or approval by the Shareholders of any Conflict Transaction, or to invalidate any Conflict Transaction that would otherwise be valid under the common and statutory law applicable thereto.

  • This section shall not be construed to require authorization, ratification or approval by the shareholders of any Conflict Transaction, or to invalidate any Conflict Transaction that would otherwise be valid under the common and statutory law applicable thereto.

  • By such Shareholders, if it receives the vote of a majority of the shares entitled to be counted, in which vote shares owned or voted under the control of any Director who, or of any Legal Entity that, has an interest in the Conflict Transaction may be counted; provided, however, that a majority of such shares, whether or not present, shall constitute a quorum for the purpose of authorizing, approving or ratifying a Conflict Transaction.

  • By such shareholders, if such Conflict Transaction receives the vote of a majority of the shares entitled vote, in which vote shares owned or voted under the control of any director who, or of any Legal Entity that, has an interest in the Conflict Transaction may be counted.

  • By such Shareholders, if it receives the vote of a majority of the Shares entitled to be counted, in which vote Shares owned or voted under the control of any Director who, or of any Legal Entity that, has an interest in the Conflict Transaction may be counted.

  • By such Shareholders, if it receives the vote of a majority of the shares entitled to be counted, in which vote shares owned or voted under the control of any Director who, or of any Legal Entity that, has an interest in the Conflict Transaction may be counted.

  • This Section 10.06 shall not be construed to require authorization, ratification or approval by the Shareholders of any Conflict Transaction, or to invalidate any Conflict Transaction, that would otherwise be valid under the common and statutory law applicable thereto.

  • This Section 9.06 shall not be construed to require authorization, ratification or approval by the Shareholders of any Conflict Transaction, or to invalidate any Conflict Transaction, that would otherwise be valid under the common and statutory law applicable thereto.

  • All questions as to whether a Related Party has a financial interest or a substantial financial interest in a Financial Conflict Transaction shall be resolved by a vote of the Board or the Authorized Committee in which the interested individual, if he or she is a member of the Board or Authorized Committee, may not vote.

  • Contemporaneously document in the meeting minutes the basis for the Board’s or the Authorized Committee’s approval of the Financial Conflict Transaction, including its consideration of any alternative transactions.


More Definitions of Conflict Transaction

Conflict Transaction means (i) any acquisition or disposition transaction involving as purchaser or seller any of the RRD, Symphony Capital, Symphony Fund or their respective Affiliates; (ii) any joint venture or co-investment transaction involving as venturer or co-investor any of RRD, Symphony Capital, Symphony Fund or their respective Affiliates; (iii) any lending or financing transaction involving as lender or borrower any of RRD, Symphony Capital, Symphony Fund or their respective Affiliates; or (iv) any other service arrangements or agreements with RRD, Symphony Capital, Symphony Fund or their respective Affiliates solely to the extent that the fees to be paid for such services are in excess of then-current market rates as reasonably determined by the SNDC Board in consultation with the Development Committee and not otherwise addressed in this Agreement.
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Conflict Transaction has the meaning set forth in Article X of the Symphony Allegro Charter. [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Conflict Transaction means (a) any transaction or agreement between the Company, on the one hand, and any Member Group or its Affiliates on the other hand, (b) any other matter involving the Company with respect to which a Member Group or its Affiliates may have interests that differ in a material respect from the interests of the Company (because of other activities of such Member Group or Affiliates, or otherwise), including, without limitation, (x) transfer pricing, (y) cost and profit sharing, and (z) the allocation of revenues and costs to the Company's products and services when offered in combination with other products or services provided by any Member Group or its Affiliates or the setting of the price, terms and conditions of the sale of the Company's products and services when such sale depends on the customer's separate purchase or separate use of products or services provided by any Member Group or its Affiliates, provided that the exercise of rights under Section 6.8 shall not constitute Conflict Transactions and (c) any other matter in which the Company is treated in a manner materially less favorable than any other business unit controlled directly or indirectly by CBI or an affiliate of CBI.
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Conflict Transaction has the meaning assigned to it in Section 6.9.2.
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Conflict Transaction means any of the following: (a) any transaction or agreement between the Company, on the one hand, and any Member Group or its Affiliates on the other hand, (b) any other matter involving the Company with respect to which a Member Group or its Affiliates may have interests that differ in a material respect from the interests of the Company (because of other activities of such Member Group or Affiliates, or otherwise), including, without limitation, (x) transfer pricing, (y) cost and profit sharing, and (z) the allocation of revenues and costs to the Company’s products and services when offered in combination with other products or services provided by any Member Group or its Affiliates or the setting of the price, terms and conditions of the sale of the Company’s products and services when such sale depends on the customer’s separate purchase or separate use of products or services provided by any Member Group or its Affiliates, and (c) any other matter in which the Company is treated in a manner materially less favorable than any other business unit controlled directly or indirectly by CBI or an affiliate of CBI.
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Related to Conflict Transaction

  • Significant Transaction means a transaction which meets any one of the tests below:

  • Subject Transaction as defined in Section 6.8(d).

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

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • 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).

  • Excluded Transactions means:

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

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • 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.

  • Related Party Transaction means any transaction directly or indirectly involving any Related Party which is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.

  • Co-Investment Transaction means any transaction in which one or more Regulated Funds (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Relevant Transaction has the meaning specified in Section 2.05(b)(ii).

  • Hedging Transaction of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Arm’s Length Transaction means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.

  • 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.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Proposed Transaction is defined in Section 6.2(a).

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

  • Material Transaction means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a material purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other material transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the board of directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s or such subsidiary’s ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

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