Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” as such terms are defined in section 251(h)(6) of the DGCL), together with any shares of Company Common Stock otherwise owned by Merger Sub or its “affiliates” (as defined in section 251(h)(6) of the DGCL), do not represent at least a majority of the shares of Company Common Stock outstanding immediately following the consummation of the Offer (the “Minimum Condition”).
Appears in 2 contracts
Sources: Merger Agreement (Carbon Black, Inc.), Merger Agreement (Vmware, Inc.)
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” ”, as defined by the “depository,” as such terms are defined in section Section 251(h)(6) of the DGCL), together with any the shares of Company Common Stock otherwise then owned by Merger Sub or its “affiliates” (as defined in section 251(h)(6) of the DGCLother than any Rollover Shares), do not represent at least a majority one share more than 50% of the then outstanding shares of Company Common Stock outstanding immediately following the consummation of the Offer (the “Minimum Condition”).
Appears in 2 contracts
Sources: Merger Agreement (Fresh Market, Inc.), Merger Agreement (Fresh Market, Inc.)
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” ”, as defined by the “depository,” as such terms are defined in section Section 251(h)(6) of the DGCL), together with any the shares of Company Common Stock otherwise then owned by Merger Sub or its “affiliates” (as defined in section 251(h)(6) of the DGCL)Sub, do not represent at least a majority one share more than 50% of the then outstanding shares of Company Common Stock outstanding immediately following the consummation of the Offer (the “Minimum Condition”).
Appears in 2 contracts
Sources: Merger Agreement (Steinhoff International Holdings N.V.), Merger Agreement (Mattress Firm Holding Corp.)
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” ”, as defined by the “depository,” as such terms are defined in section Section 251(h)(6) of the DGCL), together with any shares of Company Common Stock otherwise owned by Merger Sub or its “affiliates” (as defined in section 251(h)(6) of the DGCL), do not represent at least a majority of the shares of Company Common Stock outstanding immediately following the consummation then owned by Merger Sub, shall represent at least one share more than 50% of the Offer then outstanding shares of Company Common Stock (the “Minimum Condition”).;
Appears in 1 contract
Sources: Merger Agreement (PhenomeX Inc.)
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” as such terms are defined in section 251(h)(6by Section 302A.613(4)(b) of the DGCLMBCA), together with any shares of Company Common Stock otherwise owned by Merger Sub or its “affiliates” (as defined in section 251(h)(6) of the DGCL)Affiliates, do not represent at least a majority one share more than 50% of the then issued and outstanding shares of Company Common Stock outstanding immediately following the consummation of the Offer (the “Minimum Condition”).
Appears in 1 contract
Sources: Merger Agreement (Qumu Corp)
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” ”, as defined by the “depository,” as such terms are defined in section Section 251(h)(6) of the DGCL), together with any the shares of Company Common Stock otherwise then owned by Outerwall Merger Sub or its “affiliates” (as defined in section 251(h)(6) of the DGCL)Sub, do not represent at least a majority one share more than 50% of the then outstanding shares of Company Common Stock outstanding immediately following the consummation of the Offer (the “Minimum Condition”).
Appears in 1 contract
Sources: Merger Agreement (Outerwall Inc)
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” as such terms are defined in section 251(h)(6) of the DGCL), together with any shares of Company Common Stock otherwise owned by Merger Sub or its “affiliates” (as defined in section 251(h)(6) of the DGCL), do not represent at least a majority of the shares of Company Common Stock outstanding immediately following the consummation then owned by Merger Sub, does not represent at least one share more than 50% of the Offer then outstanding shares of Company Common Stock (the “Minimum Condition”).
Appears in 1 contract
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” ”, as defined by the “depository,” as such terms are defined in section Section 251(h)(6) of the DGCL), together with any the shares of Company Common Stock otherwise then owned by Parent or Merger Sub or its “affiliates” (as defined in section 251(h)(6) of the DGCL)Sub, do not represent at least a majority one share more than 50% of the then outstanding shares of Company Common Stock outstanding immediately following the consummation of the Offer (the “Minimum Condition”).
Appears in 1 contract
Sources: Merger Agreement (MyoKardia, Inc.)
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” ”, as such terms are defined in section by Section 251(h)(6) of the DGCL), together with any the shares of Company Common Stock otherwise then owned by Merger Sub or and its “affiliates” (as defined in section 251(h)(6) of the DGCL), do not represent at least a majority one share more than 50% of the then outstanding shares of Company Common Stock outstanding immediately following the consummation of the Offer (the “Minimum Condition”).
Appears in 1 contract
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration Expiration Time of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” ”, as such terms are defined in section 251(h)(6by Section 251(h) of the DGCL), together with any the shares of Company Common Stock otherwise Stock, if any, then owned by Parent, Merger Sub or its “affiliates” (as defined in section 251(h)(6) any of the DGCL), do not their Affiliates represent at least a majority of the shares of Company Common Stock outstanding immediately following as of the consummation of the Offer at the Expiration Time (the “Minimum Condition”).
Appears in 1 contract
Sources: Merger Agreement (CDK Global, Inc.)
Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” as such terms are defined in section by Section 251(h)(6) of the DGCL), together with any shares of Company Common Stock otherwise owned by Merger Sub or its “affiliates” (as defined in section 251(h)(6) of the DGCL)Affiliates, do not represent at least a majority one share more than 50% of the then outstanding shares of Company Common Stock outstanding immediately following the consummation of the Offer (the “Minimum Condition”).
Appears in 1 contract