Alternative Transaction

Alternative Transaction. Means the sale of Registrable Securities constituting less than 3% of Company Common Stock then outstanding to one or more purchasers in a registered transaction without a prior marketing process by means of (a) a bought deal, (b) a block trade, (c) a direct sale or (d) any other transaction that is registered pursuant to a Shelf Registration that is not a firm commitment underwritten offering.

Alternative Transaction. Means any new money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, winding up, assignment for the benefit of creditors, debt investment, equity investment, joint venture, partnership, sale, plan proposal, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving the Company or the debt, equity, or other interests in any one or more Company Party that, in... each case, is not the Transaction. For the avoidance of doubt, the Merger shall not constitute an Alternative Transaction. View More

Alternative Transaction. Means any offer or proposal for, or any indication of interest in (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization or any other similar transaction involving the Companies, or (ii) the acquisition, directly or indirectly, of (a) an interest in the Companies, or (b) one or more of the Businesses or any of the Company Assets other than the transactions contemplated by this Agreement.

Alternative Transaction. Has the meaning set forth in Subsection 8.1(b).

Alternative Transaction. Means (a) any merger, consolidation or other business combination or reorganization pursuant to which a substantial portion of the Business or the Assets are sold or otherwise transferred to, or combined with that or those of, another Person; (b) a transaction as a result of which any Person (other than Pentech or a Subsidiary) becomes the holder, directly or indirectly, of securities of Pentech having 30% or more of the voting power of all voting securities of Pentech; or (c) the acquisition,... directly or indirectly, by another Person of control of Pentech, in each case, other than the Merger. View More

Alternative Transaction. The first to occur of (i) the closing of a KKR Investment or (ii) the Confirmation Date for a plan of reorganization pursuant to which the Covanta Group will emerge from bankruptcy as a stand-alone, going concern entity, including, without limitation, any such plan of reorganization that includes the acquisition by any person, entity or "group" (as defined in section 13(d) of the Securities Exchange Act of 1934, as amended) (other than KKR) of beneficial ownership of equity securities of... Covanta (or the ultimate parent entity having Control of Covanta) representing the right to vote less than 50% of the total number of votes that may be cast for the election of directors of Covanta (or such ultimate parent entity). View More

Alternative Transaction. Shall mean any transaction in which the Company, in exchange for cash, issues and sells equity securities or securities convertible into, exchangeable or exercisable for, equity securities, of the Company which occurs before the first anniversary of the repayment in full of funds borrowed by the Company under the Credit Agreement, other than (i) issuance of stock options for and shares of Common Stock to employees, officers, directors and consultants pursuant to stock incentive plans in... existence on the date hereof or pursuant to subsequent stock incentive plans approved by Safeguard 2001 Capital, L.P., which issuance has been approved by the Safeguard 2001 Capital, L.P. and (ii) issuances of securities upon exercise of stock options or warrants outstanding as of the date hereof. 1 View More

Alternative Transaction. Means (a) any merger, consolidation or other business combination or reorganization pursuant to which a substantial portion of the Business or the Assets (including without limitation any portion that accounts for, or is reasonably expected to generate over the ensuing 12-month period, 10% or more of Toymax's Accounts) is sold or otherwise transferred to, or combined with that or those of, another Person; (b) a transaction as a result of which any Person (other than JAKKS, Toymax or a... Subsidiary) becomes the holder, directly or indirectly, of securities of Toymax having 10% or more of the voting power of all voting securities of Toymax; or (c) the acquisition, directly or indirectly, by another Person (other than JAKKS) of control of Toymax, in each case, other than the Merger. View More

Alternative Transaction. Means any reorganization, liquidation, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, exchange offer, business combination, joint venture, partnership, sale or disposition of a material portion of assets, financing (debt or equity), plan proposal, recapitalization, restructuring, new-money investment, plan of reorganization, or similar transaction of the Debtors, other than the transactions expressly... contemplated by this Agreement. View More

Alternative Transaction. Has the meaning set forth in the Purchase Agreement.