Terminating Transaction

Terminating Transaction. As used herein, the phrase "Terminating Transaction" shall mean any one of the following: (i) the dissolution or liquidation of the Company; (ii) a reorganization, merger or consolidation of the Company; or (iii) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company goes out of existence or becomes a subsidiary of another corporation, or upon the acquisition of... substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Company by another corporation. View More

Terminating Transaction. Shall mean any of the following events: (a) the dissolution or liquidation of the Company; (b) a reorganization, merger or consolidation of the Company with one or more other corporations (except with respect to a transaction, the purpose of which is to change the domicile or name of the Company), as a result of which the Company goes out of existence or becomes a subsidiary of another corporation (which shall be deemed to have occurred if another corporation shall own, directly or indirectly,... fifty percent (50%) or more of the aggregate voting power of all outstanding equity securities of the Company); or (c) a sale of all or substantially all of the Company's assets. View More

Terminating Transaction. Means any transaction in which (i) the Company shall (A) reorganize its capital, reclassify its capital stock, or (B) consolidate or merge with or into another corporation where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company, or (C) sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation, and (ii) pursuant to the terms of such... reorganization, reclassification, merger, consolidation or sale, transfer or other disposition of assets, the holders of 90% or more of the Common Stock of the Company are to receive shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (all such property, the "Terminating Transaction Consideration"). View More