Qualifying Transaction

Qualifying Transaction. Any Strategic Transaction that does not result in a Change of Control for which bonuses may be paid pursuant to this Plan as approved by the Committee in its sole and absolute discretion.

Qualifying Transaction. (a) "Qualifying Transaction" means, whether effected directly or indirectly or in one or a series of transactions: (i) any merger, amalgamation, scheme of arrangement, consolidation or other business combination transaction pursuant to which the business, assets or divisions of the Employer or any direct or indirect parent of the Employer is combined with that of a third party not affiliated with the Employer or any of its subsidiaries or affiliates; or (ii) any sale, transfer, exchange or... other disposition of 50% or more of the outstanding shares of capital stock of the Employer, any direct or indirect parent of the Employer, or all or substantially all of the Employer's assets or the assets of any direct or indirect parent of the Employer is transferred to a third party not affiliated with the Employer or any of its subsidiaries or affiliates, including, without limitation, by means of a purchase or exchange of capital stock or assets, a merger, David Myers March 15, 2011 Page 3 amalgamation, scheme of arrangement, consolidation, other business combination, a tender or exchange or takeover offer, a leveraged buy-out, lease or license, the formation of a partnership, joint or collaborative venture or similar arrangement or otherwise; provided, however, that the Compensation Committee of the Board (the "Committee") shall have sole discretion with respect to the determination as to whether a Qualifying Transaction has occurred. View More

Qualifying Transaction. Means (i) the sale of Company assets that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all assets of the Company immediately before such sale, or (ii) the sale of stock of the Company, or a merger, consolidation or other combination by the Company, as a result of which the shareholders immediately before the transaction own less than a majority-in-interest of the voting securities of the company surviving such... transaction, and in each case in (i) and (ii) above only to the extent such event also constitutes a "change in control event" for purposes of Section 409A of the Code. View More