Organic Event definition

Organic Event means (1) a merger or consolidation as a result of which all of the shares of Common Stock of the Company shall have been converted into cash and/or Publicly Traded Securities (as defined below) or (2) a complete liquidation or complete dissolution of the Company or distribution of cash or Publicly Traded Securities representing all or a material part of the proceeds from a sale or other disposition of 80% or more of the consolidated assets of the Company to a person or group of persons (other than a newly formed holding company for the Company or any majority owned subsidiary of the Company). "Publicly Traded Securities" means equity securities of the successor to the particular merger or consolidation of a class of equity securities that are listed for trading on a national securities exchange or included for trading privileges in the Nasdaq National Market System. "Change of Control" means the first of the following events to occur following the date hereof: (i) the sale, lease, or transfer in one or a series of related transactions (1) of eighty percent (80%) or more of the consolidated assets of the Company and its subsidiaries, or (2) of seventy-five percent (75%) or more (appropriately adjusted for stock splits, combinations, subdivisions, stock dividends and similar events) of the Capital Stock (as defined below) of the Company acquired by Heartland Industrial Partners, L.P. on the closing date under the Stock Purchase Agreement among the Company, Heartland Industrial Partners, L.P. and Metaldyne Corporation, dated as of May 17, 2002 (the "Stock Purchase Agreement"), in either case to any Person (within the meaning set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 ("1934 Act") or any similar successor provision, and the rules, regulations and interpretations promulgated thereunder) other than an affiliate of Heartland Industrial Partners, L.P., whether by way of any merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning under Rule 13d-3 of the ▇▇▇▇ ▇▇▇) or otherwise, but not including (A) sales or transfers which are effected in order to comply with the preemptive rights provisions of Section 4.05 of the Metaldyne Shareholders Agreement with respect to the investment by Heartland Industrial Partners, Inc. in the Company pursuant to the Stock Purchase Agreement, or (B) sales or transfers which are effected within one year after the date of closing under the Stock Purchas...
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Organic Event means (1) a merger or consolidation as a result of which all of the shares of Common Stock of the Company shall have been converted into cash and/or Publicly Traded Securities (as defined below) or (2) a complete liquidation or complete dissolution of the Company or distribution of cash or Publicly Traded Securities representing all or a material part of the proceeds from a sale or other disposition of 80% or more of the consolidated assets of the Company to a person or group of persons (other than a newly formed holding company for the Company or any majority owned subsidiary of the Company). "Publicly Traded Securities" means equity securities of the successor to the particular merger or consolidation of a class of equity securities that are listed for trading on a national securities exchange or included for trading privileges in the Nasdaq National Market System. "Change of Control" means the first of the following events to occur following the date hereof: (i) the sale, lease, or transfer in one or a series of related transactions (1) of eighty percent (80%) or more of the consolidated assets of the Company and its subsidiaries, or (2) of seventy-five percent (75%) or more (appropriately adjusted for stock splits, combinations, subdivisions, stock dividends and similar events) of the Capital Stock (as defined below) of the Company acquired by Heartland Industrial Partners, L.P. on the closing date under the Stock Purchase Agreement, in either case to any Person (within the meaning set forth in Sec-
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Examples of Organic Event in a sentence

  • For purposes hereof, a "Liquidity Event" shall mean (A) an Organic Event (as defined below) or (B) a Change of Control (as defined below).

Related to Organic Event

  • Public event means any event that can be attended by the

  • ▇▇▇▇ Event means if there are any Mortgaged Properties at such time, any increase, extension or renewal of any of the Commitments or Loans (but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Loan or (iii) the issuance, renewal or extension of Letters of Credit).

  • Reorganization Event has the meaning set forth in Section 5.6(b).

  • Organic Change means any recapitalization, reorganization, reclassification, consolidation, merger, share acquisition or exchange, or sale of all or substantially all of the Company's assets to another Person, or other transaction that is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities, cash, or assets with respect to, or in exchange for, Common Stock.

  • Significant Event means any Amortization Event or Event of Default.