Organic Transaction definition

Organic Transaction means (x) the sale, lease, exchange, transfer or ------------------- other disposition, either directly or indirectly (including, without limitation, by merger, consolidation or otherwise), of assets constituting all or substantially all of the assets of the Corporation and its Subsidiaries taken as a whole, to a Person or group of Persons, (y) any merger, consolidation or other business combination, or refinancing or recapitalization that results in the holders of the issued and outstanding voting securities of the Corporation immediately prior to such transaction beneficially owning or controlling less than a majority of the voting securities of the continuing or surviving entity immediately following such transaction and/or (z) any Person or Persons acting together or which would constitute a "group" for the purposes of Section 13(d) of the Exchange Act, together or with any Affiliates thereof, other than the holders of the Common Stock, the holders of the Series A Preferred Stock, the holders of the Series B Preferred Stock, and the holders of the Series Z Preferred Stock as of the Issue Date, and their respective Affiliates, beneficially owning (as defined in Rule 13d-3 of the Exchange Act) or controlling, directly or indirectly, at least 50% of the total voting power of all classes of capital stock entitled to vote generally in the election of Directors of the Corporation.
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Organic Transaction means (x) the sale, lease, exchange, transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of assets constituting all or substantially all of the assets of IH, taken as a whole, (y) any merger, consolidation or other business combination or refinancing or recapitalization (other than by reason of a sale by the Company of its Common Stock pursuant to a registration statement on Form S-l or otherwise under the Securities Act of 1933, as amended) that results in the holders of the issued and outstanding voting securities of IH immediately prior to such transaction beneficially owning or controlling less than a majority of the outstanding voting securities of the continuing or surviving entity immediately following such transaction, and/or (z) any person or persons acting together or which would constitute a “group” for the purposes of Section 13(d) of the Exchange Act, together or with any Affiliates thereof, other than any of the holders of the Common Stock and the holders of the Convertible Preferred Stock, as of the date on which the first share of Convertible Preferred Stock is issued, and their respective Affiliates, “beneficially owning” (as defined in Rule 13d-3 of the Exchange Act) or controlling, directly or indirectly, at least 50% of the total voting power of all classes of capital stock entitled to vote generally in the election of the members of the Board of IH.
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Organic Transaction means any transaction, including an initial public offering of equity securities of the Company or of any Person who Controls the Company or a merger, consolidation, refinancing or recapitalization of the Company or of any Person who Controls the Company which results in a change of Control of the Company or the Company’s parent.
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Examples of Organic Transaction in a sentence

  • One half of each unvested installment of each Option shall automatically vest on the date that an Organic Transaction shall occur (provided that Executive remains employed by IH on such date of occurrence of the Organic Transaction), and the balance of each such installment shall remain subject to the vesting schedule set forth above.

  • The closing of such redemption shall occur (i) in the case of an Organic Transaction, on the closing date of the Organic Transaction; and (ii) in the case of an Impasse, on the date thirty (30) Days from the date on which the Class B Member gives notice of its election to cause the redemption of the objecting Class A Member’s Class A Units (or, in either case, if later, the fifth (5th) Business Day after the receipt of all applicable Governmental Approvals of such purchase).

  • For purposes of this Section 6.14, a sale of the stock or all or substantially all of the assets of, or any Organic Transaction involving, ValueOptions, Inc., shall constitute an Organic Transaction with respect to Seller.

  • For purposes of this Section 6.14, (i) an Organic Transaction with respect to Seller shall be deemed to have occurred upon a sale of all or substantially all of the assets of Value Options, Inc.

  • As of the date of this Agreement, neither Parent nor Merger Sub is aware of any material inaccuracies in any of the representations or warranties of Parent or Merger Sub in the Commitment Letters.

  • The Committee may only elect the alternatives specified in clauses (i) or (iii) of the first sentence of this Section 7(b) in connection with any Qualifying Event described in clauses (w) or (x) of the definition of "Organic Transaction" (as such term is defined in the Company's Articles of Association as of the date hereof).

  • If the Company voluntarily begins the process of liquidation, winding up or dissolving the Company (which events are not part of those set forth in Section 2.2 or 2.3 above) or consummates an Organic Transaction.

  • Subject to the terms and conditions specified in this Section 5, each of Parent and the Company hereby grants to the Investor a pre-emptive right with respect to future sales by the Company and Parent of its Securities (as hereinafter defined), other than in a transaction registered under the Securities Act, or a merger or other Organic Transaction (as defined in the Company's Certificate of Designations for the Preferred Shares) of the Company or the Parent.


More Definitions of Organic Transaction

Organic Transaction means any transaction that results in a change of Control of Sponsor, including an initial public offering of equity securities of Sponsor or its Parent or a purchase, merger or consolidation of Sponsor or its Parent.
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Organic Transaction means (i) the sale, lease, exchange, transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of assets (including, for the avoidance of doubt, any stock held by it in any Person) constituting all or substantially all of the assets of the Company determined on a consolidated basis; provided that for the avoidance of doubt, any sale and lease-back transaction with respect to any real property owned by the Company or any of its Subsidiaries shall not be deemed an “Organic Transaction” or (ii) any merger, consolidation, unit sale or other business combination or refinancing or recapitalization that results in the holders of the issued and outstanding Voting Units of the Company immediately prior to such transaction beneficially owning or controlling less than a majority of the outstanding Voting Units of the continuing, purchasing or surviving entity immediately following such transaction.
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Organic Transaction means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of the equity securities representing a majority of the voting power of the then outstanding equity securities of the Company.
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Related to Organic Transaction

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • electronic transaction means a paperless transfer of funds to or from a trust or fiduciary account. Electronic transactions do not include transfers initiated by voice or automated teller or cash dispensing machines.

  • Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • Electronic Transactions Act means the Electronic Transactions Act (As Revised) of the Cayman Islands.

  • Electronic Transactions Law means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.