Third Party Business Combination definition

Third Party Business Combination means the occurrence of any of the following events: (A) the Company, or more than 50% of the outstanding shares of the Company Common Stock, is acquired by merger or otherwise by any Person other than the Buyer, the Transitory Sub or their respective affiliates (a “Third Party”); or (B) a Third Party acquires all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; provided, however, that in no event will any transaction in which shares of the Company Common Stock or any of its assets are sold or transferred directly or indirectly in connection with or as a part of a sale or other transaction involving a sale, merger or other similar transaction of the Buyer or any of its material assets or business constitute a Third Party Business Combination, and in no event will a sale of any division, line of business or similar unit of the Company and its subsidiaries (other than a sale of all or substantially all of the assets of the Company and its subsidiaries) constitute a Third Party Business Combination.
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Third Party Business Combination means the occurrence of any of the following events: (i) the Company or any Subsidiaries whose assets constitute all or substantially all of the business or assets of the Company is acquired by merger or otherwise by any person or group, other than Parent or any affiliate thereof (a "Third Party"); (ii) the sale to a Third Party of all or substantially all of the business or assets of the Company and its Subsidiaries, taken as a whole; and (iii) the Company, or Stockholder and Co-Stockholder enter into a merger or other agreement with a Third Party which contemplates, in a single transaction or series of related transactions, the acquisition of all or substantially all of the Stockholder Shares and the Shares owned by the Co-Stockholder.
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Third Party Business Combination means the occurrence of any of the following events: (A) the Company, or more than 50% of the outstanding shares of the Company's capital stock, is acquired by merger or otherwise by any Third Party; or (B) a Third Party acquires all or substantially all of the total assets of the Company and its subsidiaries, taken as a whole; provided, however, that in no event will any transaction in which shares of the Company's capital stock or any of its assets are sold or transferred directly or indirectly in connection with or as a part of a sale or other transaction involving sale, merger or other similar transaction of Parent or any of its material assets or business constitute a Third Party Business Combination, and in no event will a sale of any division, line of business or similar unit of the Company and its subsidiaries constitute a Third Party Business Combination.
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Examples of Third Party Business Combination in a sentence

  • The Buyer will promptly (and in no event later than 48 hours after becoming aware of such inquiry, proposal, offer or submission) notify the Company if it, Merger Sub, or any of its or their Representatives receives any inquiry, proposal, offer or submission with respect to a Third Party Business Combination (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement.

  • This Note shall be non-interest bearing; provided that all amounts owing by Maker under this Note shall automatically bear interest at 1% per annum (the “Default Rate”) upon the occurrence of a Third Party Business Combination (as defined below).

  • In addition, each of Buyer and Merger Sub will, and will cause its Representatives to, promptly cease any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Third Party Business Combination.


More Definitions of Third Party Business Combination

Third Party Business Combination with respect to the Company means the occurrence of any of the following events: (i) the Company or any subsidiary of the Company whose assets constitute twenty percent (20%) or more of the Company's consolidated assets is acquired by merger or otherwise by any person or group, other than Parent or any affiliate thereof (a "Third Party"); (ii) the Company or any subsidiary of the Company enters into an agreement with a Third Party which contemplates the acquisition of twenty percent (20%) or more of the total assets of the Company and its subsidiaries, taken as a whole; (iii) the Company, or any International Investor enters into a merger or other agreement with a Third Party which contemplates the acquisition of more than twenty percent (20%) of the outstanding shares of Company Common Stock; or (iv) a Third Party acquires more than twenty percent (20%) of the outstanding Company Common Stock.
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Third Party Business Combination of the Company means the occurrence of any of the following events: (A) the Company or any subsidiary of the Company is acquired by merger or otherwise by any person or group, other than Newco or any affiliate thereof (a "Third Party"); (B) the Company or any subsidiary of the Company enters into an agreement with a Third Party which contemplates the acquisition of 20% or more of the total assets of the Company and its subsidiaries, taken as a whole; (C) the Company or Newco enters into a merger or other agreement with a Third Party which contemplates the acquisition of more than 20% of the outstanding shares of the Company's capital stock; or (D) a Third Party acquires more than 20% of the total assets of the Company and its subsidiaries, taken as a whole. Notwithstanding the foregoing, in no event shall the Stockholder be entitled to receive any payment pursuant to this Section 5(b) if at any time prior to the consummation of such Third Party Business Combination, either (i) affiliates of KKR & Co. shall, directly or indirectly, beneficially own 80% or more of the Company Common Stock or (ii) prior to such time affiliates of KKR & Co. beneficially own at least 80% of the Company Common Stock, the Company has issued shares of voting stock such that affiliates of KKR & Co. no longer have a majority of the issued and outstanding shares of voting stock of the Company.
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Third Party Business Combination of the Company means the occurrence of any of the following events: (A) the Company is acquired by merger or otherwise by any person or group, including Parent or any affiliate thereof (a "Third Party"); (B) the Company enters into an agreement with a Third Party which contemplates the acquisition of 20% or more of the total assets of the Company; (C) the Company or Parent enters into a merger or other agreement with a Third Party which contemplates the acquisition of more than 20% of the outstanding shares of the Company's capital stock; or (D) a Third Party acquires more than 20% of the t%al assets of the Company. If during the Sale Period, any Stockholder Transfers his or its Subject Shares to any other person (other than in connection with a Third Party Business Combination described above) and such other person receives any consideration for any Subject Shares in connection with a Third Party Business Combination within the Sale Period, such Stockholder shall continue to be bound by the provisions of this Section 4 with respect to the payment to Parent of the Excess Consideration as if such Stockholder received such consideration for the Subject Shares in such Third Party Business Combination.
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Third Party Business Combination with respect to the Company means the occurrence of any of the following events: (A) the Company or
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Related to Third Party Business Combination

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Business Combination Transaction means:

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Competing Transaction has the meaning set forth in Section 6.1(n).

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

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

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

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

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

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

  • Third Party Acquisition has the meaning set forth in Section 4.7(a).

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

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

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • Similar Business means (1) any business conducted or proposed to be conducted by the Borrower or any of its Restricted Subsidiaries on the Closing Date, and any reasonable extension thereof, or (2) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Borrower and its Restricted Subsidiaries are engaged or propose to be engaged on the Closing Date.

  • Certain Transactions, Description of Capital Stock," "Shares Eligible for Future Sale" and "Underwriters" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein;

  • Merger has the meaning set forth in the Recitals.