Recommended Transaction definition

Recommended Transaction means any Extraordinary Transaction (including any tender or exchange offer made for Company Shares) that is approved by the Board and provides for equal treatment of all Company Shares, including providing for the same type and amount of consideration per Company Share to all shareholders of the Company.
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Recommended Transaction has the meaning specified in Section 3.4 of this Agreement.
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Recommended Transaction has the meaning set forth in Section 2.02.
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Examples of Recommended Transaction in a sentence

  • If the Recommended Transaction does not close by April 11, 2017, there is no obligation to continue negotiations and the Applicants can pursue other opportunities.

  • For the avoidance of doubt, this proxy will not apply to a Stockholder’s right to determine if the actions sought to be taken are in accord with the terms of this Agreement, including, but not limited to, whether a proposed transaction qualifies as a Recommended Transaction.

  • Each Stockholder agrees not to seek appraisal or assert any rights of dissent from any Recommended Transaction that it may have under Section 262 of the DGCL (or otherwise) and, to the extent permitted by applicable law, each Stockholder hereby waives any rights of appraisal or rights to dissent from any Recommended Transaction that it may have under Section 262 of the DGCL.

  • The Hanlong Parties shall, to the same extent as the other stockholders of the Company, execute such other documents and take such other commercially reasonable actions as may be necessary to consummate the tender, sale or other transfer of their Shares pursuant to such Recommended Transaction.

  • However, if no shares were allotted to any placee other than HM Treasury under either the Placing and Open Offer or the Lloyds TSB Placing and Open Offer, following completion of the Recommended Transaction, existing Lloyds TSB Shareholders would own approximately 36.5 per cent.

  • During the six (6) month period following the Closing Date (the “Initial Holding Period”), the Shareholder shall not Transfer any of its Company Shares unless such Transfer is (i) pursuant to or in connection with a Recommended Transaction or (ii) approved by the Board.

  • The Recommended Transaction was approved by this Honourable Court on April 11, 2017 pursuant to an Approval and Vesting Order and Distribution Agreement Approval Order, copies of which are available on the Monitor’s website at http://www.ksvadvisory.com/insolvency-cases/tricon-films-and-television-2/.

  • SKT unconditionally agrees that no consideration in connection with the Recommended Transaction will be diverted away from the Subject Members through value-added partnership or commercial agreements entered into in connection with such Recommended Transaction.

  • SKT unconditionally agrees that no consideration in connection with the Recommended Transaction will be diverted away from the Subject Stockholders through value-added partnership or commercial agreements entered into in connection with such Recommended Transaction.

  • The requirements of this SECTION 3.4 shall apply only in the event that (a) the per share consideration to be received in the Recommended Transaction is in excess of the applicable Threshold Price and (b) the consideration offered in the Recommended Transaction consists of (i) cash, (ii) securities listed on an established national securities exchange or automated quotation system and registered under the Act or (iii) a combination thereof.


More Definitions of Recommended Transaction

Recommended Transaction shall have the meaning set forth in Section 5.6.
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Recommended Transaction. As defined in the Stockholder Agreement.
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Recommended Transaction. As defined in Section 6.3.
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Related to Recommended Transaction

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • 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:

  • 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.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • 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.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • 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.

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

  • Excluded Transactions means:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

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

  • 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.

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

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

  • Covered Transaction means a transaction that uses any funds under this award and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.

  • 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.

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

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

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • 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.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

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

  • Transaction Proposal has the meaning specified in Section 8.02(c).

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