Corporate Transaction

Corporate Transaction. Shall mean a merger, consolidation, reorganization, recapitalization or other similar change in the capital stock of the Company or ESH REIT that is not a Change in Control

Corporate Transaction. The consummation of a transaction or series of transactions that results in (i) any sale or other disposition of all or substantially all of the assets of the Company that occurs over a period of not more than twelve (12) months; or (ii) any person, or more than one person acting as a group, acquiring ownership of stock of the Company, that together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such... corporation. However, a Corporate Transaction will not include (1) any consolidation or merger effected exclusively to change the domicile of the Company, or (2) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. This definition of Corporate Transaction is intended to conform to the definitions of "change in ownership of a corporation" and "change in ownership of a substantial portion of a corporation's assets" provided in Treasury Regulation Sections 1.409A-3(i)(5)(v) and (vii). View More

Corporate Transaction. A sale of all or substantially all of the Company's assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding... shares of capital stock of the Company View More

Corporate Transaction. Shall mean any of the following: (i) a sale of all or substantially all of the assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation in which stockholders of the Company immediately before the merger or consolidation have, immediately after the merger or consolidation, a majority of the voting power of the surviving entity); (iii) a merger in which the Company is the surviving corporation but the shares... of the Company's Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (other than a merger in which stockholders of the Company immediately before the merger have, immediately after the merger, a majority of the voting power of the surviving entity); or (iv) any transaction or series of related transactions in which more than 50% of the Company's voting power is transferred, other than the sale of stock by the Company in transactions the primary purpose of which is to raise capital for the Company's operations and activities. View More

Corporate Transaction. Any voluntary or involuntary liquidation, dissolution, winding up, or Deemed Liquidation Event (as defined in the Company's Certificate of Incorporation on file at such time with the Secretary of State of the State of Delaware which, for the avoidance of doubt, includes certain mergers or consolidations involving the Company or the sale of all or substantially all of the Company's assets, in all cases, subject to the definition of Deemed Liquidation Event in the Company's Certificate of... Incorporation on file at such time with the Secretary of State of the State of Delaware) View More

Corporate Transaction. Any voluntary or involuntary liquidation, dissolution, winding up, or Deemed Liquidation Event (as defined in the Company's current Certificate of Incorporation on file with the Secretary of State of the State of Delaware)

Corporate Transaction. Any of the following transactions

Corporate Transaction. A (a) dissolution or liquidation of the Company, (b) sale of all or substantially all of the assets of the Company, (c) merger or consolidation of the Company with or into any other corporation, regardless of whether Company is the surviving corporation or (d) statutory share exchange involving capital stock of the Company.

Corporate Transaction. Means any of the following transactions: (i) a merger, reorganization, share exchange or consolidation; or (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company.

Corporate Transaction. Any of the following, unless the Board provides otherwise: (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but excluding any merger effected exclusively for the purpose of changing the domicile of the Company), (ii) a sale of all or substantially all of the assets of the Company, so long as in either (i) or (ii) above, the Company's stockholders of record... immediately prior to such transaction will, immediately after such transaction, hold less than fifty percent (50%) of the voting power of the surviving or acquiring entity or (iii) any other event specified by the Board; provided, however, that no Corporate Transaction (or any analogous term) shall be deemed to occur upon announcement or commencement of a tender offer or upon a "potential" takeover or upon shareholder approval of a merger or other transaction, in each case without a requirement that the Corporate Transaction actually occur View More