Extraordinary Matter shall have the meaning set forth in Section 5.2.
Extraordinary Matter means (i) any merger, consolidation, share exchange, recapitalization or other business combination, in each case as a result of which the holders of the Common Stock of the Company immediately prior to the consummation of such transaction would cease to own at least a majority of the outstanding shares of common stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company) or (ii) any sale of all or substantially all of the assets of the Company, in each case referred to in (i) or (ii) that is subject to approval by the stockholders of the Company, in each case outside the ordinary course of business and involving the Company. For the avoidance of doubt, “Extraordinary Matter” does not include a proxy contest or consent solicitation with respect to the election of directors.
Extraordinary Matter means (i) any merger, consolidation, share exchange, recapitalization, or other business combination, in each case as a result of which the holders of the Common Stock of the Company immediately prior to the consummation of such transaction would cease to own at least a majority of the outstanding shares of common stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company) or (ii) any liquidation, dissolution or sale of all or substantially all of the assets of the Company, in each case referred to in (i) or (ii) that is subject to approval by the shareholders of the Company. For the avoidance of doubt, “Extraordinary Matter” does not include a proxy contest or consent solicitation with respect to the election of directors.
Examples of Extraordinary Matter in a sentence
For the avoidance of doubt, the proxy granted by this Section 5 shall not apply to any Extraordinary Matter.
In the event the Company has announced or entered into a binding agreement providing for, or has recommended that its shareholders support, an Extraordinary Matter, the provisions of this Section 2.3 shall not operate to prevent the Investors from proposing or taking any actions in furtherance of, or consummating, a competing Extraordinary Matter, provided that all of the other provisions of this Agreement shall continue in full force and effect.
For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter.
The Tax Matters Representative may cause the Company to make and file on a timely basis refrain from making, or revoke all tax elections provided for under the Code and the Treasury Regulations; provided, however, that the Manager shall not cause the Company to cease to be taxed as a partnership under the Code and associated Treasury Regulations without having obtained a majority consent of all of the Common Members to such Extraordinary Matter.
No resolution, action or decision required or permitted to be taken, adopted or made by the Board of any Company Entity shall be so taken, adopted or made without a vote of the majority of all directors present, provided that if the matter being considered is an Extraordinary Matter, the approval of at least one Loral Director and one EE Director shall be required (a "Consensus Vote").
More Definitions of Extraordinary Matter
Extraordinary Matter means any matter to be voted upon by holders of Entrée common shares in respect of which, under applicable law, the rules and policies of any regulatory authority, stock exchange or stock quotation facility having jurisdiction or pursuant to an order of a court of competent jurisdiction:
Extraordinary Matter has the meaning set forth in Section 8.2.7.
Extraordinary Matter means, with respect to the Company: (i) any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, sale or transfer of all or substantially all of the Company’s or any of its Affiliates’ assets in one or a series of transactions, joint venture or other business combination of the Company or any of its Affiliates with a third party and (ii) any implementation of takeover defenses not in existence as of the date of this Agreement by the Company.
Extraordinary Matter shall have the meaning ascribed to such term in Section 4.3(a).
Extraordinary Matter means (x) any merger, consolidation, share exchange, recapitalization, tender offer or other business combination, in each case as a result of which the holders of the Common Stock of the Company immediately prior to the consummation of such transaction would cease to own voting securities representing at least a majority of the outstanding voting power of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company), (y) any transaction whereby any person, entity or group (within the meaning of Section 13(d)(3) of the Exchange Act) would acquire, directly or indirectly, voting securities of the Company or its successor representing a majority of the outstanding voting power of the Company or its successor or (z) any liquidation, dissolution or sale of all or substantially all of the assets of the Company.
Extraordinary Matter means (i) any merger, amalgamation, consolidation, share exchange (including any exchange offer or tender offer), recapitalization, or other business combination, in each case as a result of which the holders of the Common Shares of the Company immediately prior to the consummation of such transaction would cease to own at least a majority of the issued and outstanding shares of common stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company); (ii) any acquisition or disposition requiring the approval of the Company’s shareholders under the New York Stock Exchange’s Listed Company Manual or the Amended and Restated Bye-laws of the Company; (iii) any authorization of the issuance of capital stock of the Company (other than in connection with the Company’s employee compensation or benefit plans) for which approval of the Company’s shareholders is sought; (iv) any liquidation, dissolution or sale of all or substantially all of the assets of the Company; (v) any amendment to, or repeal or adoption of, any provision of the Memorandum of Association of the Company or the Amended and Restated Bye-laws of the Company; or (vi) ratification of any shareholder rights plan (including any extension or replacement of the Rights Agreement) that has an expiration date that is later than the end of the Standstill Period (as defined herein).
Extraordinary Matter means (i) any merger, consolidation, share exchange, recapitalization, or other business combination, in each case as a result of which the holders of the common stock of Purchaser immediately prior to the consummation of such transaction would cease to own at least a majority of the outstanding shares of common stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company), (ii) any liquidation, dissolution or sale of all or substantially all of the assets of Purchaser, (iii) any general assignment by Purchaser for the benefit of creditors, or (iv) any proceeding instituted by or against Purchaser or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 45 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property).