Company Transaction

Company Transaction. Any of the following transactions, provided, however, that the Committee shall determine (a) whether a particular transaction, under the circumstances, is not in substance a "Company Transaction" and (b) under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in... which the Company is organized; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) the complete liquidation or dissolution of the Company; (iv) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but (A) the Units outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a Person or Persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Committee determines shall not be a Company Transaction; or (v) acquisition in a single or series of related transactions by any Person or related group of Persons (other than the Company or by a Company-sponsored employee benefit 5 plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall not be a Company Transaction. View More

Company Transaction. Consummation of (a) a merger or consolidation of the Company with or into any other company or other entity, (b) a statutory share exchange pursuant to which the Company's outstanding shares are acquired or a sale in one transaction or a series of transactions undertaken with a common purpose of at least 80% of the Company's outstanding voting securities, or (c) a sale, lease, exchange or other transfer, in one transaction or a series of related transactions, undertaken with a common purpose of... all or substantially all of the Company's assets. Where a series of transactions undertaken with a common purpose is deemed to be a Company Transaction, the date of such Company Transaction shall be the date on which the last of such transactions is consummated. View More

Company Transaction. A Change of Control or a Significant Corporate Transaction

Company Transaction. Any: (i) acquisition of the Company by another entity or person unaffiliated with any Stockholder by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, tender offer or stock sale) that results in the transfer of at least a majority of the then-outstanding voting power of the Company; or (ii) sale of all or substantially all of the assets of the Company to an entity or person unaffiliated with any Stockholder