Class B Share Acquisition definition

Class B Share Acquisition means the acquisition of Class B Shares more particularly set out in sections 3.1(x) and 3.1(y) of the Plan of Arrangement;
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Examples of Class B Share Acquisition in a sentence

  • If the Arrangement includes the Class B Share Acquisition, on and after the Effective Time, all certificates that represented Class B Shares immediately prior to the Effective Time will cease to represent any rights with respect to Class B Shares and will only represent the right to receive the applicable portion of the Class B Share Consideration payable pursuant to the Plan of Arrangement.

  • Furthermore, the GUI of the CREATE portal and the portability of the access were evaluated.

  • If the requisite approvals described under paragraphs (a), (b), (c) and (d) immediately above are obtained, but the requisite approval described under paragraph (e) is not obtained, the Arrangement, excluding the Class B Share Acquisition and the Class B Share Vote Reduction, will proceed (subject to the satisfaction or waiver of all other conditions).

  • Under no circumstances will interest on the consideration payable in connection with the Class B Share Acquisition accrue or be paid by Magna or the Depositary to persons depositing Class B Shares in connection with the Class B Share Acquisition, regardless of any delay in making such payment.

  • The Fairness Opinion has been provided to the Special Committee for its use in considering the Class B Share Acquisition.

  • The Depositary will act as the agent of persons who have deposited Class B Shares in connection with the Class B Share Acquisition for the purpose of receiving payment from Magna and transmitting payment from Magna to such persons, and receipt of payment by the Depositary will be deemed to constitute receipt of payment by persons depositing Class B Shares.

  • Provided the Arrangement includes the Class B Share Acquisition, the undersigned surrenders to Magna, effective at the Effective Time, all right, title and interest in and to the Deposited Shares and irrevocably appoints and constitutes the Depositary lawful attorney of the undersigned, with full power of substitution to deliver the certificates representing the Deposited Shares pursuant to the Arrangement and to effect the transfer of the Deposited Shares on the books of Magna.

  • Consequently, if the Class B Share Acquisition is approved and implemented and Mr. Walker does not exercise his right to convert his Class B Shares into Class A Subordinate Voting Shares prior to the completion of the Arrangement, his Class B Shares will be purchased for cancellation by Magna in accordance with the terms of the Arrangement at a price of Cdn.$114 per share.

  • At the Effective Time if the Class B Share Acquisition is completed, the undersigned hereby deposits with the Depositary for transfer the enclosed certificate(s) representing Class B Shares, details of which are as follows: (Please print or type).

  • Stronach, Walker and Wolf declaring their interests and abstaining from voting, (i) concluded that the terms of the Arrangement are fair to the Shareholders and are in the best interests of Magna and authorized the submission of the Arrangement to Shareholders for their approval at the Meeting and (ii) recommended to Shareholders that they vote FOR the Arrangement Resolution, including, in the case of Minority Class B Shareholders, FOR the Class B Share Acquisition.

Related to Class B Share Acquisition

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) of any other Person.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Class B Shares means the Class B ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class B Shares, and having the rights provided for in these Articles.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Corporate Acquisition means an acquisition by the Corporation or a Subsidiary of the Corporation or the redemption by the Corporation of Voting Shares of the Corporation which by reducing the number of Voting Shares of the Corporation outstanding increases the proportionate number of Voting Shares Beneficially Owned by any Person.

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Class B Share means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Business Combination Transaction means:

  • Company Share means one share of common stock of the Company, $0.01 par value per share.