Organic Transaction definition

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 the Corporation and its Subsidiaries, taken as a whole, (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 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 Series A Preferred Stock, as of the Initial 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).

  • On the earlier of (i) March 1, 2008 and (ii) the date of the closing of a Qualified Public Offering or an Organic Transaction (a "MANDATORY REDEMPTION DATE"), each outstanding share of Redeemable Preferred Stock shall be redeemed (unless otherwise prevented by law), at a redemption price per share equal to 100% of the Redeemable Liquidation Preference for such Redeemable Preferred Stock, plus all deferred amounts on the Convertible Preferred Stock specified in Section 2(A)(5)(c) hereof.

  • On the earlier of (1) the date of the closing of an Initial Public Offering or (ii) an Organic Transaction, each issued and outstanding Preferred Share shall automatically be converted (an "Automatic Conversion") into Conversion Units (as defined below), at a rate of one Conversion Unit for one Preferred Share.

  • The holders of such Options shall be given an opportunity to exercise such Options prior to the closing of the 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.

  • 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.

  • Such Options shall have an Exercise Price equal to the Fair Market Value of the Common Units immediately prior to such Organic Transaction and shall be immediately exercisable by the holders of such Options (not subject to any additional vesting conditions other than the consummation of the Organic Transaction).

  • Immediately prior to, and conditioned upon, the closing of an Organic Transaction, each outstanding share of Convertible Preferred Stock shall automatically be converted into Conversion Units, at a rate of one Conversion Unit for one share Convertible Preferred Stock (subject to appropriate adjustment as set forth in Section 1(e)(iv) below).

  • 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).


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.

  • Phone/Electronic Transaction means any (1) redemption of shares issued by an Investment Company, (2) election concerning dividend options available to Fund shareholders, (3) exchange of shares in a registered account of one Fund into shares in an identically registered account of another Fund in the same complex pursuant to exchange privileges of the two Funds, or (4) purchase of shares issued by an Investment Company, which redemption, election, exchange or purchase is requested by voice over the telephone or through an Electronic Transmission.

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

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Phone/Electronic Transaction means any (1) redemption of shares issued by an Investment Company, (2) election concerning dividend options available to Fund shareholders, (3) exchange of shares in a registered account of one Fund into shares in an identically registered account of another Fund in the same complex pursuant to exchange privileges of the two Funds, or (4) purchase of shares issued by an Investment Company, which redemption, election, exchange or purchase is requested by voice over the telephone or through an Electronic Transmission.

  • Business Combination Transaction means:

  • Public transit means a location, including, but not limited to, a bus stop or train station, where the public may access buses, trains, subways, and other forms of transportation that charge set fares, run on fixed routes, and are available to the public.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Organic law means the statute governing the internal affairs of a domestic or foreign corporation or

  • Transaction means the transactions contemplated by this Agreement.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • 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.

  • Takeover Statute means any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover Law.

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

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

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Acquisition Transaction means any transaction involving:

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Significant Transaction means a transaction which meets any one of the tests below:

  • Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.

  • public transport means a vehicle operated by a passenger transport company or by a bus company in the provision of a public transport service;

  • Organic solvent means any VOC which is used alone or in combination with other agents, and without undergoing a chemical change, to dissolve raw materials, products or waste materials, or is used as a cleaning agent to dissolve contaminants, or as a dissolver, or as a dispersion medium, or as a viscosity adjuster, or as a surface tension adjuster, or a plasticiser, or as a preservative.

  • Permitted Merger shall have the meaning set forth in Section 3.01.