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

  • 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.

  • The Corporation shall give each holder of the Convertible Preferred Stock written notice of any Organic Transaction within 5 business days of the occurrence thereof.

  • The Corporation shall give each holder of the Redeemable Preferred Stock written notice of any Organic Transaction within 5 business days of the occurrence thereof.

  • If an Organic Transaction is deemed to be a liquidation, dissolution or winding up of the Corporation pursuant to this subclause (ii), then the amounts owed to the holders of shares of Series A Preferred Stock pursuant to Section 3(B)(4)(a) shall be determined assuming that immediately following the consummation of such Organic Transaction, the Corporation shall have dissolved and distributed all of its assets in liquidation.

  • The Corporation shall give each holder of the Series A Preferred Stock written notice of any Organic Transaction no later than 5 days of the occurrence thereof.

  • 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.

  • 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.

  • In the event of an Organic Transaction, the Repurchase Option shall lapse with respect to all Units owned by Purchaser.

  • 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.

  • 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.


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 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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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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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.

  • 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:

  • 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 the Transaction Documents.

  • 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 any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

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

  • 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 or series of transactions 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 the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

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