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 Transaction means a plan of reorganization, merger, consolidation or similar transaction that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the Voting Securities of the entity surviving the plan of reorganization, merger, consolidation or similar transaction (or the parent of such surviving entity) immediately after such plan of reorganization, merger, consolidation or similar transaction.
Excluded Transaction means (a) any issuance of Equity Securities to employees, officers or directors of the Company or its subsidiaries pursuant to any stock option plan, equity incentive plan (including the Company 2019 Equity Incentive Plan) or other employee benefit arrangement approved by the Board, (b) any issuance of Warrant Shares hereunder or under any other Additional Warrants and/or (c) any issuance of Equity Securities in the following transactions: (i) any acquisition by the Company or any of its subsidiaries of any equity interests, assets, properties or business of any Person; (ii) any merger, consolidation or other business combination involving the Company or any of its subsidiaries (other than a Business Combination subject to Section 6.4); (iii) the commencement of any transaction or series of related transactions involving a change of control of the Company (other than a Business Combination subject to Section 6.4); (iv) any private placement of warrants to purchase Equity Securities of the Company to lenders or other institutional investors in any arm’s length transaction providing debt financing to the Company; and (v) any issuance of Equity Securities by the Company in connection with which the Holder exercised its participation or preemptive rights in accordance with the Investment Agreement.
Examples of Excluded Transaction in a sentence
With respect to each Excluded Transaction, its actual termination date shall be the Early Termination Date for purposes of Section 10.3.1.
From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction unless the Variable Rate Transaction is an Excluded Transaction (as defined in the Note).
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure of any material assets other than in the ordinary course of business; (c) enter into a Variable Rate Transaction unless it is an Excluded Transaction (as defined in the Note); or (d) enter into any merchant cash advance transactions.
Immediately prior to a Covered Transaction (other than an Excluded Transaction in which the outstanding Awards have been assumed or substituted for as provided below), all outstanding Awards shall vest and, if relevant, become exercisable, all Performance Criteria and other conditions to any Award shall be deemed satisfied, and all deferrals measured by reference to or payable in shares of Stock shall be accelerated.
The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date other than a Variable Rate Transaction that is an Excluded Transaction (as defined in the Note).
More Definitions of Excluded Transaction
Excluded Transaction means a transaction:
Excluded Transaction means, with respect to the Class V Group:
Excluded Transaction means, for purposes of the Strategic Alliance Agreement, any transaction or series of transactions (including any sale, acquisition, construction, development or redevelopment transaction or series of transactions) involving a property owned or being acquired by Loblaw (in whole or in part) and in respect of which, in the opinion of Loblaw, acting reasonably: (i) Choice Properties does not have the expertise or ability to complete such transaction(s) on substantially the same terms, or to substantially the same standard, or within substantially the same timing; (ii) any such transaction where Loblaw determines that Choice Properties does not own the requisite interests in land or that any person that is not Loblaw or a supplier to a Loblaw business has advantageous approvals, permits, consent rights or agreements in place that would benefit the ultimate transaction; or (iii) is (are) proposed to be entered into by Loblaw for strategic purposes and involves more than one property that is or will be owned by Loblaw, in whole or in part.
Excluded Transaction means (a) options to purchase shares of Common Stock -------------------- which may be granted to employees, consultants or directors of the Company pursuant to a stock option plan approved by the Board of Directors of the Company, (b) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock or (c) capital stock issued upon exercise, conversion or exchange of any Common Stock Equivalent.
Excluded Transaction means any of the following:
Excluded Transaction means issuances of up to three million (3,000,000) shares of Common Stock pursuant to options or other convertible securities issued to employees, officers or directors, as approved by the Corporation's Board of Directors, so long as such shares are subject to a lock-up agreement generally applicable to all officers and directors of the Corporation.
Excluded Transaction means (i) the issuance of up to 6,534,268 shares of Common Stock pursuant to options, warrants and compensatory stock grants, issued and reserved for issuance as incentives for the Corporation's officers, directors, employees, former employees and consultants, (ii) the issuance pursuant to a warrant in favor of The Pacific Exchange, Incorporated dated August 27, 1996, of up to 2,104,000 shares of Common Stock (subject to adjustment as provided therein), (iii) the issuance pursuant to a warrant in favor of The Chicago Board Options Exchange, Incorporated dated December 31, 1996, of up to 1,000,000 shares of Common Stock (subject to adjustment as provided therein), (iv) the issuance pursuant to a warrant in favor of Dow Jones & Company, Inc. dated May 29, 1997, of up to 2,161,764 shares of Common Stock (subject to adjustment as provided therein), (v) the issuance pursuant to a warrant in favor of The Nasdaq Stock Market, Inc. dated September 1, 1998, of up to 11,250,000 shares of Common Stock (subject to adjustment as provided therein), (vi) the issuance of Common Stock upon conversion of the Series A Stock, and (vii) the issuance pursuant to a warrant in favor of Virginia Surety Company, Inc. dated April 23, 1998, of up to 500,000 shares of Common Stock (subject to adjustment as provided therein).