Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding that, if consummated, would result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that, in the reasonable judgment of the Calculation Agent, is reasonably likely to result in an Acquisition Transaction (it being understood and agreed that in determining whether such announcement is reasonably likely to result in an Acquisition Transaction, the Calculation Agent may take into consideration, if it would be commercially reasonable to do so, the effect of such announcement on the Shares and/or options relating to the Shares), or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). The term “announcement” as used in the definition of Acquisition Transaction Announcement shall mean any public statement or announcement related to an Acquisition Transaction that is made by (x) Counterparty (or any affiliate thereof) or (y) any entity (or affiliate thereof) that is (or is reasonably expected to be) a party to such Acquisition Transaction.
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking involving, an Acquisition Transaction,
Examples of Acquisition Transaction Announcement in a sentence
If an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date shall be the date of such Acquisition Transaction Announcement.
For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.
If an Acquisition Transaction Announcement occurs after the Trade Date but prior to the Lock-Out Date, the Lock-Out Date shall be deemed to be the date of such Acquisition Transaction Announcement.
If an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the Scheduled Earliest Acceleration Date, the Scheduled Earliest Acceleration Date shall be the date of such Acquisition Transaction Announcement.
The Company shall supply the Representative with a draft of the Acquisition Transaction Announcement and provide the Representative with a reasonable opportunity to comment thereon.
More Definitions of Acquisition Transaction Announcement
Acquisition Transaction Announcement means, subject in each case to the proviso at the end of this sentence, (i) the announcement of an Acquisition Transaction by Counterparty, any of its subsidiaries or any other party that is expected to be a party to such Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement or a letter of intent designed to result in an Acquisition Transaction, by Counterparty, any of its subsidiaries or any other party that is expected to be a party to such Acquisition Transaction, (iii) the announcement by Counterparty of the intention to solicit or enter into, or to explore strategic alternatives that include an Acquisition Transaction, (iv) the first report by a Credible Press Organization (as defined below) of an Acquisition Transaction where such report is confirmed within thirty (30) calendar days by an announcement by Counterparty, any of its subsidiaries or any other party that is expected to be a party to such Acquisition Transaction (it being understood that upon such confirmation the Acquisition Transaction Announcement shall be deemed to have occurred on the date of such report by a Credible Press Organization) or (v) any announcement by Counterparty, any of its subsidiaries or any other party that is expected to be a party to such Acquisition Transaction of any material change or material amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention); provided, however, that no Excluded Transaction Announcement (as defined below), individually or collectively with any other Excluded Transaction Announcement, shall be considered an Acquisition Transaction Announcement, a Public Announcement or a Potential Adjustment Event, and the provisions
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction by Counterparty or any of its subsidiaries, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement or a letter of intent designed to result in an Acquisition Transaction, by Counterparty or any of its subsidiaries or any other party that is a party to such agreement or letter of intent, (iii) the announcement by Counterparty of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking which may include, an Acquisition Transaction, or (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction. For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party. (d) Certain Calculation Agent Adjustments. The Calculation Agent will provide to GS&Co. and Counterparty explanations of its calculations or determinations, each made using commercially reasonable means, in reasonable detail in respect of an Acquisition Transaction Announcement. If Counterparty believes in good faith that there has been an error in any calculation in respect of an Acquisition Transaction Announcement adjustment performed by the Calculation Agent, it shall have the right to object. If the parties do not agree on such calculation, then within three Scheduled Trading Days after the Counterparty notifies the Calculation Agent of its objection, the parties will designate a mutually acceptable leading dealer in good standing in the relevant market to make the calculation, which shall be binding on the parties. If the parties cannot agree on a leading dealer, then each party shall appoint a leading dealer in good standing in the relevant market and the appointed leading dealers shall together appoint a third leading dealer as Calculation Agent for making the relevant calculation. The parties agree and acknowledge that the economic intent of the parties is to preserve after an Acquisition Transaction Announcement the fair value of the Transaction prior to the Acquisition Transaction Announcement notwithstanding changes to the trading price of the Shares following such Acquisition Transaction Announcement. (e) Remedies Cumulative. For the avoidance of doubt, the occurrence of an Acquisition Transaction Announcement is both an Additional Termination Event and a Potential Adjustment Event and the rights and remedies resulting from it being classified as either may each be exercised hereunder.
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement