Material Action

Material Action. Any of the following: (i) any proposed "business combination" (as defined in the NJSPA) with any Person that is or as a result of the transaction would be an "interested stockholder," as defined in the NJSPA when approval by the Board would avoid the restrictions of Section 4 or 5 of the NJSPA; or (ii) any proposed agreement to sell all or substantially all of the assets of the Corporation (in one or more transactions); or (iii) any proposed merger or consolidation of the Corporation with or... into any other entity not constituting a Subsidiary of the Corporation; or (iv) any proposed tender offer for the Voting Stock of the Corporation, as a result of which the offering party would be an "Acquiring Person" under the Shareholder Rights Agreement. View More

Material Action. Shall mean any of the following actions taken by the Corporation, or, with respect to clause (e) below, the Corporation or the applicable regulatory body: (a) the liquidation, dissolution, winding-up of the Corporation's business or otherwise terminating the 4 Corporation's existence other than pursuant to a Fundamental Transaction, (b) the issuance, agreement to issue or granting of an option to acquire any security of the Corporation (including any securities that are... convertible into or exchangeable for other securities or interests of the Corporation) that rank senior to the Common Stock (other than any CSSI Note); (c) the redemption, purchase, acquisition or making of a liquidation payment with respect to any of the Corporation's capital stock other than on a pro rata basis based on each Shareholder's Share Ownership Percentage; (d) the carrying on of any business other than that of holding the capital stock of CardWorks or any successor entity thereto or (e) the taking of any action by the Corporation that would cause Merrill Lynch to be deemed to "control" the Corporation under the Bank Holding Company Act, the Federal Deposit Insurance Act or the Utah Code, or any determination by a regulatory body that Merrill Lynch has such "control" of the Corporation (such action or determination, a "Regulatory Event"). View More

Material Action. Means to file any insolvency case or proceeding, to institute proceedings to have either Party be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law respecting either Party, to seek any relief for either Party under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against either Party, to file a petition seeking, or consent to, relief with respect to... either Party under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for either Party or all or any of the interests of either Party herein, to make any assignment for the benefit of creditors of either Party, to admit in writing the Party's inability to pay its debts generally as they become due, or to take action in furtherance of any of the foregoing. Notwithstanding the foregoing, the commencement of a reorganization proceeding under Chapter 11 of the Bankruptcy Code, or otherwise taking steps to reorganize or restructure that Party's business as a going concern, shall not constitute a "Material Action." View More