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. Any Means any of the following events: (A) a consolidation, merger, exchange of shares, tender or exchange offer, recapitalization, reorganization, business combination combination, purchase or sale of shares or other similar event, (1) following which the holders of shares Common Stock, or of the voting power of voting stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination business combination, sale of shares or other event either (a) no... longer hold a majority of the outstanding shares of Common Stock or of the shares or voting power of voting stock of the Company Company, or (b) no longer have the ability to elect a majority of the board Board of directors Directors of the Company, or (2) as a result of which Shares or shares of the Company's voting stock Common Stock shall be changed into (or the holders of Shares or the shares of the Company's voting stock Common 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 the Company or of another entity, other entity (other than such an event undertaken to adopt the extent the shares of Common Stock are changed or exchanged solely to reflect a holding company structure without otherwise changing the relative holdings of capital stock (any event following which or resulting change in the conditions described in the foregoing clauses (1) or (2), collectively, a 'Change Company's jurisdiction of Control Transaction'); incorporation); (B) the sale or transfer (including, for the avoidance of doubt, by way of an exclusive license that is substantially equivalent to a sale), in one transaction or a series of related transactions of (i) all or substantially all of the consolidated assets of the Company (including, for the avoidance of doubt, a sale of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole) to any Person other than one of the Company's wholly-owned Subsidiaries or (ii) assets of the Company (including, for the avoidance of doubt, assets of the Company and its Subsidiaries, taken as a whole) to any Person other than one of the Company's wholly-owned Subsidiaries for a purchase price equal to more than 50% of the Applicable Value; Enterprise Value of the Company; (C) a third-party purchase, tender the stockholders of the Company approve any plan 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) proposal for the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; (E) at (D) a "person" or "group" within the meaning of Section 13(d) of the Exchange Act, other than the Company, files any time after March 31, 2021 schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect "beneficial owner" as defined in Rule 13d-3 under the Exchange Act of the Company's Capital Stock representing beneficial ownership of more than 50% of the outstanding shares of Common Stock are not or the shares or voting power of the Company's voting stock; (E) the Common Stock ceases to be listed on an any Eligible Market on which it is then listed and is not immediately re-listed on another Eligible Market; or (F) the shares of Common Stock cease ceases 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. Act. View More
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 Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority at least 50% of the shares of voting stock of the Company Common Stock or (b) no longer have the ability to elect a... majority at least 50% of the members of the board of directors of the Company, Company or (2) as a result of which Shares or shares of the Company's voting stock Common Stock shall be changed converted into or re-designated as (or the holders of Shares or shares of the Company's voting stock Common 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 the Company or another entity, other entity (other than such an event undertaken to adopt the extent the shares of Common Stock are changed or exchanged solely to reflect a holding company structure without otherwise changing the relative holdings of capital stock (any event following which or resulting change in the conditions described in the foregoing clauses (1) Company's jurisdiction of incorporation); or (2), collectively, a 'Change of Control Transaction'); (B) the sale or transfer (other than to a wholly owned subsidiary of the Company that is a Loan Party) in one a single transaction or a series of related transactions of (i) all or substantially all of the assets of the Company to any Person (including, for the avoidance of doubt, all or substantially all of the assets of the Company and its Subsidiaries) or (ii) assets of the Company or its Subsidiaries for a purchase price equal to more than 50% of the Applicable Value; Enterprise Value (as defined below) of the Company. For purposes of this clause (B), "Enterprise Value" shall mean (I) the product of (x) the number of issued and outstanding shares of Common Stock on the date the Company delivers the Major Transaction Notice (as defined below in Section 3(b)) multiplied by (y) the per share closing price of the Common Stock on such date plus (II) the amount of the Company's debt as shown on the latest financial statements filed with the SEC (the "Current Financial Statements") less (III) the amount of cash and cash equivalents of the Company as shown on the Current Financial Statements; or (C) a third-party purchase, tender "person" or exchange offer made to "group" within the holders meaning of outstanding Conversion Shares Section 13(d) of the Exchange Act, other than the Company, files a Schedule TO or shares any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect "beneficial owner" as defined in Rule 13d-3 under the Exchange Act of any class(es) or series capital stock, such that following such purchase, tender or exchange offer a Change the Company's Common Equity representing more than 50% of Control Transaction shall have occurred; 3 the voting power of the Company's Common Equity; (D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; or 4 Execution Version (E) at any time after March 31, 2021 the shares of Common Stock ceases to be listed, traded or publicly quoted on the NASDAQ Stock Market LLC and are not listed promptly re-listed or requoted on an Eligible Market; or (F) the shares of Common Stock cease ceases 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 transaction or Change of Control transactions described in clause (A) above shall not constitute a Major Transaction, if at least 90% of the consideration received or to be deemed to have occurred solely received by the holders of Common Stock, excluding cash payments for fractional shares, in connection with such transaction or transactions, consists of freely tradable, unrestricted common shares or ordinary shares ("Equity Shares") of a Qualified Issuer (as defined below) that are listed on an Eligible Market or will be so listed when issued or exchanged in connection with such transaction or transactions and if as a result of such transaction or transactions the transfer of ownership of any shares of capital stock obligations of the Company without under the consent or agreement Notes and the Facility Agreement are assumed by such Qualified Issuer, and such notes thereafter become convertible at any time and from time to time, pursuant to the terms hereof, into such Equity Shares, including with such appropriate revisions to the Conversion Price and to Schedule I hereto to reflect the conversion ratio to be received by holders of Common Stock in such transaction as shall be reasonably satisfactory to the Holder. An issuer is a "Qualified Issuer" if, as of the Company; provided that such proviso shall not apply 5th Trading Date prior to an event specified in subsection (G) the announcement of the definition foregoing transaction its Market Cap (as defined below) is at least $450 million. "Market Cap" shall mean the product of Major Transaction. the number of outstanding Equity Securities and the Volume Weighted Average Price of such securities, both determined as of the foregoing 5th Trading Day. View More
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 Common 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 Common Stock or (b) no longer have the ability to elect a majority of the... board of directors of the Company, Company or (2) as a result of which Shares or shares of the Company's voting stock Common Stock shall be changed into (or the holders of Shares or shares of the Company's voting stock Common 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 the Company or 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'); entity; (B) the sale or transfer in one transaction (other than to a direct or a series indirect wholly-owned subsidiary of related transactions the Company) 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 Enterprise Value (as defined below) of the holders Company. For purposes of this clause (B), "Enterprise Value" shall mean (I) the product of (x) the number of issued and 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 date the Company delivers the Major Transaction Notice (as defined below in Section 3(c)) multiplied by (y) the per share closing price of the Common Stock cease to be registered under on such date plus (II) the amount of the Company's debt as shown on the latest financial statements filed with the SEC (the "Current Financial Statements") less (III) the amount of cash and cash equivalents of the Company as shown on the Current Financial Statements; or (C) a "person" or "group" within the meaning of Section 12 13(d) of the Exchange Act; Act, other than the Company, Michael T. Cartwright or (G) an 'Event of Liquidation' Jerrod N. Menz files a Schedule TO or any schedule, form or report under the Company's certificate of incorporation, Exchange Act disclosing that such person or group has become the direct or indirect "beneficial owner" as defined 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 Rule 13d-3 under the Exchange Act of the transfer of ownership of any shares of capital stock Company's Common Equity representing more than 50% of the Company without the consent or agreement voting power of the Company; provided that such proviso shall not apply to an event specified in subsection (G) of the definition of Major Transaction. Company's Common Equity. View More
