Corporate Transactions definition
Corporate Transactions means, collectively, (a) each of the mergers, transfers, conveyances, contributions, assignments, dividends, assumptions, redemptions, purchases and other transactions described and set forth on Schedule 1.1(t) attached hereto, and (b) such other mergers, transfers, conveyances, contributions, assignments, dividends, assumptions, redemptions, purchases and other transactions that may be appropriate or required to be accomplished, effected or consummated by Parent or SpinCo or any of their respective Subsidiaries and Affiliates so that: (i) the SpinCo Assets, SpinCo Liabilities and SpinCo Business shall be owned, directly or indirectly, by SpinCo after giving effect to the Distribution; and (ii) the Parent Assets, Parent Liabilities and Parent Business shall be owned, directly or indirectly, by Parent after giving effect to the Distribution.
Corporate Transactions shall have the meaning set forth in the Distribution Agreement.
Corporate Transactions means corporate transactions involving the Corporation, including, without limitation, Share dividends, Share splits, spin-offs, split offs, recapitalizations, mergers, consolidations or reorganizations of or by the Corporation.
Examples of Corporate Transactions in a sentence
Except as specifically set forth herein, all equity awards held by Executive shall continue to be governed by the applicable plan and award agreements, including with respect to Corporate Transactions (as defined in the Plan) and post-termination exercisability of awards.
The provisions of this Section 6(b) shall apply similarly to successive Corporate Transactions involving any Successor Company.
The opinion to be delivered pursuant to Section 9.3(d) of the Agreement may, at the option of the opinion giver, be delivered in accordance with the standards set forth under the Report on Legal Opinions to Third Parties in Corporate Transactions (January 1, 1992) published by the Executive Committee of the Corporate and Banking Law Section of the State Bar of Georgia.
On or prior to the Distribution Date, the parties hereto shall have consummated those other transactions in connection with the Corporate Transactions and the Distribution that are contemplated by the Information Statement and not specifically referred to in this Section 2.1.
The opinion to be delivered pursuant to Section 9.2(d) of the Agreement may, at the option of the opinion giver, be delivered in accordance with the standards set forth under the Report on Legal Opinions to Third Parties in Corporate Transactions (January 1, 1992) published by the Executive Committee of the Corporate and Banking Law Section of the State Bar of Georgia.
More Definitions of Corporate Transactions
Corporate Transactions. For purposes of this section, the following terms shall be defined as follows:
Corporate Transactions means the effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity.
Corporate Transactions means either of the following shareholder approved transactions to which the Company is a party:
Corporate Transactions means any (i) reorganization or liquidation of the Company; (ii) reclassification of the Company's capital stock; (iii) merger of the Company with or into another corporation; or (iv) the sale of all or substantially all the assets of the Company, which results in a significant number of employees being transferred to a new employer or discharged or in the creation or severance of a parent-subsidiary relationship. If, as a result of a Corporate Transaction while an Option granted hereunder is outstanding (whether or not then vested), and the holders of the Common Stock become entitled to receive, with respect to their Common Stock, securities or assets other than, or in addition to, their Common Stock, then upon exercise of that Option the holder shall receive what the holder would have received if the holder had exercised the Option immediately before the first Corporate Transaction that occurred while the Option was outstanding and as if the Company had not disposed of anything the holder would have received as a result of that and all subsequent Corporate Transactions. The Company shall not agree to any Corporate Transaction unless the other party to the Corporate Transaction agrees to make available on exercise of the Options granted hereunder that are outstanding at the time of the Corporate Transaction, the securities or other assets the holders of those Options are entitled pursuant to this subsection to receive.
Corporate Transactions means, collectively, each of the mergers, transfers, conveyances, contributions, distributions, dividends, assignments, redemptions and other transactions described or contemplated by the Information Statement and the Private Letter Ruling (or in the various Private Letter Ruling request submissions made to the IRS in connection therewith).
Corporate Transactions means, collectively, (a) each of the mergers, transfers, conveyances, contributions, assignments, dividends, dissolutions, assumptions, redemptions, purchases and other transactions described and set forth on Schedule 1.1(q) attached hereto, and (b) such other mergers, transfers, conveyances, contributions, assignments, dividends, dissolutions, assumptions, redemptions, purchases and other transactions that may be appropriate or required to be accomplished, effected or consummated by Parent or SpinCo or any of their respective Subsidiaries and Affiliates so that: (i) the SpinCo Assets, SpinCo Liabilities and SpinCo Business shall be owned, directly or indirectly, by SpinCo after giving effect to the Distribution; and (ii) the Parent Assets, Parent Liabilities and Parent Business shall be owned, directly or indirectly, by Parent after giving effect to the Distribution.
Corporate Transactions means any of the following transactions, events or circumstances involving the Company, any current or former Subsidiary thereof or any Affiliate of any of the foregoing, including, without limitation, such transactions, events or circumstances involving, on the one hand, any of the foregoing Persons and, on the other hand, any current or former shareholder of, or other investor in, the Company: (i) any change in the composition of the Company Group, (ii) forgiveness of any amounts of debt or other obligations (other than forgiveness of loans to Employees where the amount forgiven is, for any loan, not in excess of $100,000 and not including ordinary events or transactions with respect to the investment portfolio of the Company and its Subsidiaries), (iii) any dividend or distribution of any property of the Company or any current or former Subsidiary thereof, including, without limitation, the stock of any current or former Subsidiary or Affiliate, (iv) any merger, consolidation, reorganization or similar transaction, (v) any liquidation, dissolution or similar action or the adoption of any plan therefor, (vi) the purchase or sale of any equity security issued by the Company or any Subsidiary thereof or the right to acquire any such security, whether by conversion or otherwise, (vii) any contribution to the capital of the Company or any Subsidiary thereof, (viii) any spin off, split off or similar transaction or (ix) for U.S. federal income Tax purposes, the declaration of any property of or equity interests in the Company or any Subsidiary thereof as worthless, PROVIDED, HOWEVER, that Corporate Transactions will not include any transaction, event or circumstance solely involving any former Subsidiary or Affiliate of the Company following the date upon which it ceased to be such and, further, shall not include any transactions, events or circumstances involving only a current or former shareholder of the Company without involving the Company or a current or former Subsidiary thereof.