Strategic Investor Transaction definition

Strategic Investor Transaction means a transaction approved by the Majority Principal Investors in which one or more classes of securities (including Convertible Securities and rights therefor and debt securities) issued by the Company or any of its direct or indirect subsidiaries are to be issued to one or more Strategic Investors and/or required by the Majority Principal Investors to be Sold by the Stockholders to one or more Strategic Investors; provided, however, that (A) any such transaction is consummated within twenty four (24) months after the Closing Date, and (B) the reduction in the ownership of the Company or any of its subsidiaries resulting from such transaction is on a pro rata basis among all Stockholders (other than (i) de minimis differences, (ii) if agreed by the Majority Principal Investors, securities held by the management of the Company and its Subsidiaries or any other stockholder thereof which is not a Principal Investor being reduced, if at all, on less than pro rata basis, and (iii) if such transaction is consummated on or prior to September 30, 2008, the SCG Investors not being obligated to Sell Shares resulting, after giving effect to such Strategic Investor Transaction, in the SCG Investors, in the aggregate, holding Shares valued at an initial cost of less than $250,000,000); provided, that each Principal Investor Group shall have the right to determine the type and number of Shares and/or other securities that shall be transferred by each member of its own Principal Investor Group to satisfy its pro rata portion of the securities to be Sold in such transaction. For the purposes of the Bank Investors only, a transaction shall not be deemed a “Strategic Investor Transaction” (i) if the Strategic Investor is an Affiliate of any of the Principal Investors immediately prior to such transaction, or (ii) if the consideration per share received by such Bank Investors in connection with the Sale of any Shares held by such Bank Investors is less than the consideration paid for such Shares issued at Closing that are held by such Bank Investors.
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Strategic Investor Transaction means a Private Placement to a single strategic investor purchasing for investment purposes and not with an eye towards resale in the near term, where such investor agrees to be bound (i) pursuant to Section 2.4(a) by the provisions of this Agreement (including Section 6.7(a)) as a Stockholder (in the case of such a Private Placement by a Stockholder) or (ii) by restrictions that are the same in all material respects as those contained in Sections 6.7(b) (with any Covered Transaction by such strategic investor being deemed to be a Covered Transaction by the Issuer for purposes of such Section 6.7(b)) and 6.8 (in the case of such a Private Placement by the Issuer).
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Strategic Investor Transaction has the meaning set forth in the MediaOne Registration Rights Agreement.
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Examples of Strategic Investor Transaction in a sentence

  • Unless otherwise determined by the Committee, a Strategic Investor Transaction (as defined in the Stockholders Agreement) shall not constitute a Change of Control.

  • Notwithstanding anything to the contrary herein, transferees or purchasers of Shares or Convertible Securities (including in connection with a Strategic Investor Transaction) that have complied with the provisions of Section 2 hereof or Sections 3 and 4 of the Stockholders Agreement shall be added as parties to this Agreement without obtaining any additional consent of the parties hereto.

  • The parties hereto acknowledge and agree that the provisions of this Section 4.5 shall not apply in the event one or more Transfers in connection with a Change of Control and/or Strategic Investor Transaction pursuant to Section 4.2, or a Recapitalization Transaction pursuant to Section 4.3.


More Definitions of Strategic Investor Transaction

Strategic Investor Transaction has the meaning set forth in the Trust Registration Rights Agreement.
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Related to Strategic Investor Transaction

  • Strategic Investor means a Corporation, partnership or other entity engaged in one or more Telecommunications Businesses that has, or 80% or more of the Voting Stock of which is owned by a Person that has, an equity market capitalization, at the time of its initial Investment in the Company or in a Permitted Joint Venture with the Company, in excess of $2 billion.

  • 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.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • 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.

  • Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.

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

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

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

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • 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.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • 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.

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • 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:

  • Online Transaction means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Permitted Transactions has the meaning set forth in Section 13(B).

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