Major Transaction

Major Transaction. Any of the following events: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of shares of voting stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of voting stock of the Company or (b) no longer have the ability to elect a majority of the board of directors of the... Company, or (2) as a result of which Shares or shares of the Company's voting stock shall be changed into (or the holders of Shares or shares of the Company's voting stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of another entity, other than such an event undertaken to adopt a holding company structure without otherwise changing the relative holdings of capital stock (any event following which or resulting in the conditions described in the foregoing clauses (1) or (2), collectively, a 'Change of Control Transaction'); (B) the sale or transfer in one transaction or a series of related transactions of (i) all or substantially all of the assets of the Company to any Person or (ii) assets of the Company for a purchase price equal to more than 50% of the Applicable Value; (C) a third-party purchase, tender or exchange offer made to the holders of outstanding Conversion Shares or shares of any class(es) or series capital stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; 3 (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; (E) at any time after March 31, 2021 the shares of Common Stock are not listed on an Eligible Market; (F) the shares of Common Stock cease to be registered under Section 12 of the Exchange Act; or (G) an 'Event of Liquidation' under the Company's certificate of incorporation, as in effect on June 2, 2014. provided, however, that a Major Transaction or Change of Control shall not be deemed to have occurred solely as a result of the transfer of ownership of any shares of capital stock of the Company without the consent or agreement of the Company; provided that such proviso shall not apply to an event specified in subsection (G) of the definition of Major Transaction. View More

Major Transaction. Shall mean and shall be deemed to have occurred at such time upon any of the following events: (i) a consolidation, merger or other business combination or event or transaction following which the holders of Common Stock of the Company immediately preceding such consolidation, merger, combination or event either (i) no longer hold a majority of the shares of Common Stock of the Company or (ii) no longer have the ability to elect the board of directors of the Company (a "Change... of Control"); (ii) the sale or transfer of $2 million or more worth of the Company's assets not in the ordinary course of business; (iii) the purchase of $2 million or more worth of assets by the Company not in the ordinary course of business; or (iv) a purchase, tender or exchange offer valued in excess of $5 million made to the holders of outstanding shares of Common Stock. View More

Major Transaction. Means a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets.

Major Transaction. Shall mean and shall be deemed to have occurred at such time upon any of the following events: (i) a consolidation, merger or other business combination or event or transaction following which the holders of Common Stock of the Company immediately preceding such consolidation, merger, combination or event either (i) no longer hold a majority of the shares of Common Stock of the Company or (ii) no longer have the ability to elect the board of directors of the Company (a "Change of... Control"); provided, however, that if the other entity involved in such consolidation, merger, combination or event is a publicly traded company with "Substantially Similar Trading Characteristics" (as defined below) as the Company and the holders of Common Stock are to receive solely Common Stock or no consideration (if the Company is the surviving entity) or solely common stock of such other entity (if such other entity is the surviving entity), such transaction shall not be deemed to be a Major Transaction (provided the surviving entity, if other than the Company, shall have agreed to assume all obligations of the Company under this Agreement and the Registration Rights Agreement). For purposes hereof, an entity shall have Substantially Similar Trading Characteristics as the Company if the average daily dollar Trading Volume of the common stock of such entity is equal to or in excess of $500,000 for the 90th through the 31st day prior to the public announcement of such transaction; (ii) the sale or transfer of all or substantially all of the Company's assets; or (iii) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control shall have occurred. View More

Major Transaction. Means (a) the merger or consolidation of MSV LP or General Partner into or with another corporation in which the limited partners of MSV LP or the stockholders of General Partner, as applicable, and the Affiliates of such limited partners or stockholders immediately preceding such merger or consolidation (solely by virtue of their units, shares or other equity interests of MSV LP or General Partner, as applicable) shall own less than 51% of the outstanding voting securities of the surviving... corporation; (b) the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender for so long as such lender has no right to accelerate the maturity of the indebtedness to which such pledge or mortgage relates), whether in a single transaction or pursuant to a series of related transactions or plan, of all or substantially all the assets of MSV LP or General Partner, which assets shall include for these purposes 50% or more of the outstanding voting capital stock of any subsidiaries of MSV LP or General Partner, as applicable, the assets of which constitute all or substantially all the assets of MSV LP or General Partner and its subsidiaries taken as a whole; (c) the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender for so long as such lender has no right to accelerate the maturity of the indebtedness to which such pledge or mortgage relates), whether in a single transaction or pursuant to a series of related transactions, of all or substantially all the assets of subsidiaries of MSV LP or General Partner, the assets of which constitute all or substantially all of the assets of MSV LP or General Partner, as applicable, and its subsidiaries taken as a whole; or (d) the liquidation, dissolution or winding up MSV LP or General Partner or of such of MSV LP's or General Partner's subsidiaries, as applicable, the assets of which constitute all or substantially all of the assets of the business of MSV LP or General Partner, as applicable, and its subsidiaries taken as a whole, whether voluntarily or involuntarily. View More

Major Transaction. Means, on or before [* * * * * * * * * *], the sale or disposition to a third party or parties of all or substantially all of any two of the following groups of businesses (whether simultaneously or in series): (i) [* * * * * * * * * *]; (ii) [* * * * * * * * * *]; or (iii) [* * * * * * * * * *]. 3 If a Major Transaction results from a series of transactions, the Major Transaction shall be deemed to have occurred on the date of the... consummation of the last such transaction. For avoidance of doubt, "sale or disposition" means that, upon the completion of a transaction of any legal form (including but not limited to a sale of assets, sale of stock, merger or consolidation, or formation of joint venture), the Company no longer owns equity representing a controlling interest in the business. A sale or disposition described above shall not be considered a Major Transaction, if it is also a Change in Control and payments are made pursuant to Section 5. View More

Major Transaction. Shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (I) any Person becomes bound or entitled to acquire shares in National Grid Transco plc under Sections 428 to 430F of the United Kingdom's Companies Act 1985, or a scheme of arrangement or compromise under Section 425 of the United Kingdom's Companies Act... 1985 is proposed for National Grid Transco plc; (II) National Grid Transco plc shareholders, National Grid USA's shareholders and/or the Board of Directors of National Grid USA approve the sale of National Grid USA to a non-affiliated entity (whether by merger, sale of all or substantially all of the capital stock or assets of National Grid USA, or otherwise); 23 (III) National Grid Transco plc passes a resolution for voluntary winding up, or an order is made for the compulsory winding up of National Grid Transco plc and/or National Grid USA; (IV) the shareholders of National Grid Transco plc, the shareholders of National Grid USA and/or the Board of Directors of National Grid USA approve an event the consummation of which would result in the occurrence of a Change in Control; or (V) the Board of Directors of National Grid Transco plc adopts a resolution that, for purposes of this Agreement, a Major Transaction has occurred. A Major Transaction shall not be deemed to have occurred if the events referred to above are part of an arrangement ("a Reorganization") which will mean that National Grid Transco plc and/or National Grid USA will be under the Control of another company or the business of National Grid Transco plc is carried on by another company, and the Persons who owned the shares in National Grid Transco plc immediately before the series of transactions are consummated will immediately after consummation own more than 50% of the shares in that other company. View More

Major Transaction. Means (x) a merger (or reverse merger), consolidation or other similar business combination in which outstanding shares of Stock are exchanged for cash, securities, and/or other property of another entity, or (y) the sale and lease of all or substantially all of the Company's assets to another person or entity.

Major Transaction. Shall have the meaning given to such term in the Warrants.