Negotiated Transaction Discussions definition

Negotiated Transaction Discussions means the making or discussing of any offers in a confidential, non-public manner (and that would not reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in Section 4.1 below) regarding a potential negotiated transaction with the Company directly to or with the management of the Company, its Affiliates or the Board, or their designated representative.
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Negotiated Transaction Discussions means the making or discussing of any offers in a confidential, non‑public manner (and that would not, other than in connection with a Permitted Tender Offer (as defined below), reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in Section 3(a)(i) below) regarding a potential negotiated transaction with the Company directly to or with the management of the Company or the Board, or their designated representative. 2 (p) “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity. (q) “Preferred Stock” means shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series F‑1 Preferred Stock, and/or any future series of preferred stock issued by the Company. (r) “Purely Financial Investor” means a Person that (i) has acquired the Company’s securities in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, or (ii) does not have any strategic or commercial relationship with the Company, it being understood that each of Accel X, L.P. and its Affiliates and Greylock XII Limited Partnership and its Affiliates shall be deemed a Purely Financial Investor, irrespective of the fact that their representatives may serve as members of the Board. (s) “Restated Certificate” means the then‑existing certificate of incorporation of the Company immediately following the completion of an IPO. (t) “Rights Minimum” means Intel and its Affiliates hold that number of outstanding shares of Common Stock of the Company (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities held by Intel and its Affiliates) representing at least 10% of the Company’s then‑current Fully‑Diluted Capitalization at any time. (u) “Securities Act” means the Securities Act of 1933, as amended.
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Examples of Negotiated Transaction Discussions in a sentence

  • To the extent that following Negotiated Transaction Discussions, the Board, including a majority of the disinterested members of the Board (excluding the Tencent Designee), approves one or more transactions as a result of which Tencent Group has obtained economic beneficial ownership equal to at least 50% of the outstanding shares of Common Stock of the Company, the provisions in Section 2.3 and 2.4 shall become inoperative and of no further force and effect.

  • To the extent that following post‑IPO Negotiated Transaction Discussions, the Company and Intel enter into a mutually agreed definitive agreement for an Acquisition that contemplates a tender offer by Intel, the Company shall permit Intel to disclose such information in its filings with the Securities Exchange Commission (the “SEC”) as is required to conduct such tender offer under applicable federal securities laws, in addition to any disclosure permitted under the Confidentiality Agreement.

Related to Negotiated Transaction Discussions

  • Coordinated Transaction Scheduling or “CTS” shall mean the market rules that allow transactions to be scheduled based on a bidder’s willingness to purchase energy from a source in either the NYISO or PJM Control Area and sell it at a sink in the other Control Area if the forecasted price at the sink minus the forecasted price at the corresponding source is greater than or equal to the dollar value specified in the bid.

  • 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:

  • Terminated Transactions means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

  • Designated Transaction means a Transaction which fulfils the following requirements:

  • Terminated Transaction is defined in Section 5.2.

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

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

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

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Restricted Transaction means any of the following transactions or transmit- tals involving any credit, funds, instru- ment, or proceeds that the Act pro- hibits any person engaged in the busi- ness of betting or wagering (which does not include the activities of a financial transaction provider, or any inter- active computer service or tele- communications service) from know- ingly accepting, in connection with the participation of another person in un- lawful Internet gambling—

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

  • Export Transactions Net Activity means the aggregate net total, resulting from Export Transactions, of (i) Spot Market Energy charges, (ii) Transmission Congestion Charges, and (iii) Transmission Loss Charges, calculated as set forth in Operating Agreement, Schedule 1 and the parallel provisions of Tariff, Attachment K-Appendix. Export Transactions Net Activity may be positive or negative.

  • Completed Transaction means two counter deals of the same size (opening a position and closing a position): buy then sell and vice versa.

  • Affected Transactions means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Excluded Transactions means:

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

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

  • Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

  • Restructuring Support Agreement has the meaning set forth in the Recitals.

  • Permitted Transactions has the meaning set forth in Section 13(B).