Corporate Event

Corporate Event. (i) the sale, transfer, exchange or other disposition in one transaction or a series of related transactions of all or substantially all of the Company's assets; (ii) any merger, consolidation or other corporate reorganization in one transaction or a series of related transactions that results in the stockholders of the Company immediately prior to such transaction holding less than fifty percent (50%) of the voting power of the surviving entity of such transaction; (iii) the dissolution or... liquidation of the Company; or (iv) the sale, transfer, exchange or other disposition in one transaction or a series of related transactions of all or substantially all of the Company's Common Stock, but does not include any one transaction or series of related transactions the sole purpose and effect of which is to change the state or type of organization of the Company (e.g., to change the Company from a Delaware corporation to a New York corporation or from a corporation to a limited liability company). View More

Corporate Event. The first to occur of (i) the closing of the last transaction that results in the Sale of the Energy Business and (ii) the Confirmation Date, other than for the Confirmation Date for a plan of reorganization that includes an Alternative Transaction.

Corporate Event. Shall mean any of the following events: (i) the dissolution or liquidation of the Company; (ii) a sale, lease or other disposition of all or substantially all of the operating assets of the Company so long as the Company's stockholders immediately prior to such transaction will, immediately after such transaction, fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the acquiring entity 2 (for purposes of this section, any... person who acquired securities of the Company prior to the occurrence of such asset transaction in contemplation of such transaction and who after such transaction possesses direct or indirect ownership of at least ten percent (10%) of the securities of the acquiring entity immediately following such transaction shall not be included in the group of stockholders of the Company immediately prior to such transaction); (iii) either (A) a merger or consolidation in which the Company is not the surviving corporation and the stockholders of the Company immediately prior to the merger or consolidation fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the securities of the surviving corporation (or if the surviving corporation is a controlled Subsidiary of another entity, then the required beneficial ownership shall be determined with respect to the securities of that entity which controls the surviving corporation and is not itself a controlled Subsidiary of any other entity) immediately following such transaction, or (B) a merger in which the Company is the surviving corporation and the stockholders of the Company immediately prior to the merger fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the securities of the Company (or if the Company is a controlled Subsidiary of another entity, then the required beneficial ownership shall be determined with respect to the securities of that entity which controls the Company and is not itself a controlled Subsidiary of any other entity) immediately following the merger. (For purposes of this subsection, any person who acquired securities of the Company prior to the occurrence of a merger or consolidation in contemplation of such transaction and who after such transaction possesses direct or indirect beneficial ownership of at least ten percent (10%) of the securities of the Company or the surviving corporation (or if the Company or the surviving corporation is a controlled Subsidiary, then of the appropriate entity as determined above) immediately following such transaction shall not be included in the group of stockholders of the Company immediately prior to such transaction. ); (iv) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or a subsidiary or other controlled Subsidiary of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors; (v) any "going private" transaction (or series of related transactions) in which (A) any person, entity or group obtains all of the outstanding common stock of the Company, (B) the other stockholders of the Company receive cash, debt or preferred stock in exchange for their shares of common stock of the Company, and (C) as a result of such transaction or series of transactions, the Company will no longer be subject to the ongoing reporting requirements of the Exchange Act; (vi) the individuals who, as of the date of this Agreement, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least fifty percent (50%) of the Board. If the election, or nomination for election by the Company's stockholders, 3 of any new director was approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; or (vii) approval by the Company's board of directors (or committee thereof) of any of the events set forth in subsections (i), (ii), (iii), (iv) and (v) above; provided, however, that a Corporate Event shall be deemed not to have occurred pursuant to this subsection (vii) if both (a) the event contemplated in subsection (i), (ii), (iii), (iv) or (v) has not been consummated and (b) the Company's board of directors (or committee thereof) rescinds, revokes or otherwise unwinds such approval before the Executive's employment with the Company has been terminated by reason of a Covered Termination. Notwithstanding the foregoing, a public offering (including the initial or any subsequent public offering) of the common stock of the Company shall not be considered a "Corporate Event." View More

Corporate Event. Shall be deemed to have occurred (i) if the Company merges, consolidates or reorganizes with one or more entities, corporate or otherwise, as a result of which the holders of the Company's stock entitled to vote for the election of directors immediately prior to such event do not hold at least 50% of the stock entitled to vote for the election of directors immediately after such event, or (ii) if the Company sells all or substantially all of its assets.

Corporate Event. (i) a merger or consolidation in which the Corporation is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Corporation in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Corporation and the Awards granted under the Option Agreement are assumed or replaced by the successor corporation), (ii) a dissolution or liquidation of the Corporation, (iii) the sale... of substantially all of the assets of the Corporation, (iv) a merger in which the Corporation is the surviving corporation but after which the stockholders of the Corporation immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Corporation in such merger) cease to own their shares or other equity interest in the Corporation; or (v) any other transaction which qualifies as a "corporate transaction" under Section 424(a) of the Code wherein the stockholders of the Corporation give up all of their equity interest in the Corporation (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Corporation) View More

Corporate Event. Means (i) a merger or consolidation involving the Company in which the Company is not the surviving corporation; (ii) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Stock receive securities of another corporation and/or other property, including cash; (iii) a Change in Control; or (iv) the reorganization or liquidation of the Company.

Corporate Event. (i) the sale, transfer, lease, license or other conveyance or disposition of all or substantially all of the Company's assets; (ii) the Liquidation of the Company; or (iii) the sale, transfer or other disposition of all or substantially all of the Company's capital stock to a Person or group of Persons that is not an Affiliate of the Company, but does not include any one transaction or series of related transactions the sole purpose and effect of which is to change the state or type of... organization of the Company (e.g., to change the Company from a Delaware corporation to a New York corporation or from a corporation to a limited liability company). View More

Corporate Event. Means (i) a Change in Control (as defined in the Company's 2005 Stock Incentive Plan), (ii) a New Skynet Sale Event (as defined in the Company's 2005 Stock Incentive Plan), (iii) a New SS/L Sale Event (as defined in the Company's 2005 Stock Incentive Plan), (iv) the merger, consolidation or other business combination of the Company, Loral Skynet Corporation ("Skynet"), Space Systems/Loral, Inc. ("SS/L") or any of their subsidiaries with another entity or (v) the acquisition by the Company,... Skynet, SS/L or any of their subsidiaries of all or substantially all of the stock or assets of another entity. View More