Staged M&A Transaction definition

Staged M&A Transaction means any consolidation, merger, business combination, reorganization, restructuring or similar transaction or series of transactions between the Company and another party, that results in the sale, transfer or other disposition, directly or indirectly, of all or a majority of the business, operations, assets or securities of the Company in a series of transactions; provided, however, that a financing transaction in which the Company sells securities shall not be deemed to be a Staged M&A Transaction even if it results in the sale of a majority of the Company’s securities. In a Staged M&A Transaction a series of payments is received by the Company or its shareholders based on a schedule of pre-agreed upon events or the achievement of specific milestones that would trigger appropriate payments.
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Examples of Staged M&A Transaction in a sentence

  • If the M&A Transaction is structured as a Staged M&A Transaction, then in addition to the fee payable upon the closing of the Staged M&A Transaction, additional fee payments will be made to you based on the same formula at any time the Company or its shareholders receive any payments which are in addition to the payment received by the Company or its shareholders at the closing of the Staged M&A Transaction.

  • If the Company consummates an M&A Transaction or a Staged M&A Transaction at any time within the Tail Period or the Company enters into a definitive agreement during the Tail Period pursuant to which an M&A Transaction or a Staged M&A Transaction will be consummated, it will be required to pay the applicable fee to you in accordance with the terms hereof.