Extraordinary Corporate Transaction definition

Extraordinary Corporate Transaction means a sale, merger, tender offer or other extraordinary business combination transaction, the result of which is that (i) 30% or more of the shares of the capital stock of SES become beneficially owned or controlled, directly or indirectly, by a Person (or a group of Persons acting in concert) that does not beneficially own or control at least such percentage of shares as of the date hereof, or (ii) a Person (or group of Persons acting in concert), other than holders of Class B shares, directly or indirectly elects, designates, nominates, or becomes entitled to elect, designate or nominate at least 30% of the members of the board of directors of SES.
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Extraordinary Corporate Transaction means (a) the sale, lease, license, exchange, disposition of, moving, relocation, or transfer or similar transaction involving Borrower’s or any of its Subsidiaries’ assets or of a greater than 10% equity interest in Borrower or any of its Subsidiaries, or the declaration or payment by Borrower or any of its Subsidiaries of any dividend, any change in the capital structure of Borrower or any of its Subsidiaries; (b) any recapitalization, reorganization, merger, consolidation or other transaction or transactions (whether by sale, gift or other transfer or disposition), which transaction or transactions individually or in the aggregate result in the transfer of a 10% or greater beneficial interest in Borrower or any of its Subsidiaries; (c) any transaction involving the transfer or licensing of any of Borrower’s or its Subsidiaries’ Intellectual Property to any other Person; or (d) the execution by Borrower or any of its Subsidiaries of an agreement, term sheet, letter of intent, exclusive negotiating agreement or other agreement in principle (whether or not binding upon Borrower or the other party or parties thereto) relating to any of the transactions described in clauses (a) through (c) above. Notwithstanding the foregoing, the following shall not constitute an Extraordinary Corporate Transaction: (i) transactions expressly contemplated or permitted by any written agreements between Borrower and Lender; (ii) sales of inventory and the grant of non-exclusive, limited licenses for software that is embedded in or regularly accompanies such inventory, all as in the ordinary and usual course of Borrower’s business as presently conducted; (iii) sales or other dispositions in the ordinary course of business of assets that have become worn out or obsolete or that are promptly being replaced; (iv) the sale of accounts and/or receivables to a factor in the ordinary course of business consistent with past practice; (v) Borrower’s repurchase of stock from former contractors or employees of Borrower or its Subsidiaries in accordance with the terms of stock option, stock purchase, profit sharing or similar plans in effect as of the date of this Agreement and approved by Borrower’s Board of Directors, at a price not greater than the actual, cash price that such employee paid to acquire such securities; (vi) Borrower’s entry into capital leases or Indebtedness incurred solely to purchase equipment that is secured in accordance with clause (e) of the definition of Permitt...
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Extraordinary Corporate Transaction means the entry by the Company into (i) a binding merger or other agreement with respect to a Change of Control, (ii) an extraordinary dividend funded by the Company’s incurrence of a material amount of incremental indebtedness or by all or substantially all of the Company’s cash, (iii) a liquidation of all or substantially all of the assets of the Company or (iv) a reorganization of the Company under any federal or state law relating to bankruptcy or insolvency, where the BD Designee voted in his or her capacity as a director of the Company against the Board approving or entering into such merger or other agreement, extraordinary dividend, liquidation or reorganization.
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Examples of Extraordinary Corporate Transaction in a sentence

  • If permitted by applicable law, such adjustment may include a substitution of a security of another entity into which one share of Common Stock is exchanged or converted in any Extraordinary Corporate Transaction, if so determined by the Board or a committee appointed by the Board.

  • No event shall have occurred and be continuing that constitutes an Event of Default or a Default or an Extraordinary Corporate Transaction.

  • If (a) there is an Extraordinary Corporate Transaction, and (b) the per share price of the Company’s Common Stock in such Transaction equals or exceeds the Conversion Price, then the Note will be automatically converted into Company Common Stock.

  • For purposes of this Agreement, an Extraordinary Corporate Transaction shall mean a merger, consolidation, acquisition, or similar occurrence, where the Company will not be a surviving entity, or a transfer of substantially all of the assets of the Company or more than eighty percent (80%) of its outstanding common stock to a single entity or affiliated group.

  • In addition, in the event of the occurrence of an Extraordinary Corporate Transaction (as defined below) where Employee is terminated by Company for reasons other than Cause, then Company shall promptly provide to Employee a "Severance Package" comprising additional stock option vesting equivalent to the number of shares from the original stock option that would have vested forty eight (48) months after the Start Date minus the number of shares actually vested as of such termination.


More Definitions of Extraordinary Corporate Transaction

Extraordinary Corporate Transaction means the extraordinary corporate transaction implementing the integration project between Banca del Fucino and Igea Banca which entails, inter alia: (a) a transitional phase in the context of which Igea Banca will acquire substantially qualifying controlling shareholding in Banca del Fucino by underwriting a capital increase also in order to allow Banca del Fucino to comply with the capital ratios prescribed by applicable laws and regulations, with the consequent establishment of a banking group; and (b) a subsequent integration phase which envisages, inter alia, the partial demerger of Banca del Fucino by incorporation into Igea Banca.
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Related to Extraordinary Corporate Transaction

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

  • Change in Control means the occurrence of any of the following events:

  • Extraordinary Event means a Merger Event, Tender Offer, Nationalisation, Insolvency or Delisting, as the case may be.

  • Change of Control means the occurrence of any of the following:

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Subsidiary Corporation means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.