Company Merger Event definition

Company Merger Event means, with respect to any Company, any (a) reclassification or change of the Common Shares issued by such Company that results in a transfer of or an irrevocable commitment to transfer more than [* * *] of the outstanding Common Shares issued by such Company to another entity or Person, (b) consolidation, amalgamation, merger or binding share exchange of such Company with or into another entity or Person (other than (i) a consolidation, merger or binding share exchange in which such Company is the continuing entity and that does not result in a reclassification or exchange of more than [* * *] of the outstanding Common Shares issued by such Company, (ii) an amalgamation of such Company that does not result in the holders of each class of voting shares in such Company holding less than [* * *] of each class of voting shares in the continuing corporation and (iii) a reincorporation of such Company in another jurisdiction that does not result in a reclassification of the outstanding Common Shares issued by such Company into a class of securities with rights and obligations different from the Common Shares issued by such Company or change in ownership of more than [* * *] of the outstanding Common Shares issued by such Company) or (c) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or Person to purchase or otherwise obtain more than [* * *] of the outstanding Common Shares issued by such Company that results in a transfer of or an irrevocable commitment to transfer more than [* * *] of the outstanding Common Shares issued by such Company (other than Common Shares issued by such Company owned or controlled by such other entity or Person).
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Company Merger Event means, with respect to any Company, any (a) reclassification or change of the Common Shares issued by such Company that results in a transfer of or an irrevocable commitment to transfer more than [* * *] of the outstanding Common Shares issued by such Company to another entity or Person, (b) consolidation, amalgamation, merger or binding share exchange of such Company with or into another entity or Person (other than (i) a consolidation, amalgamation, merger or binding share exchange in which such Company is the continuing entity and that does not result in a reclassification or exchange of more than [* * *] of the outstanding Common Shares issued by such Company and (ii) a reincorporation of such Company in another jurisdiction that does not result in a reclassification of the outstanding Common Shares issued by such Company into a class of securities with rights and obligations different from the Common Shares issued by such Company or change in ownership of more than [* * *] of the outstanding Common Shares issued by such Company) or (c) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or Person to purchase or otherwise obtain more than [* * *] of the outstanding Common Shares issued by such Company that results in a transfer of or an irrevocable commitment to transfer more than [* * *] of the outstanding Common Shares issued by such Company (other than Common Shares issued by such Company owned or controlled by such other entity or Person).
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Examples of Company Merger Event in a sentence

  • The Right of First Refusal and Involuntary Transfer Option granted by this Section 1.3 shall terminate at such time as any registered initial public offering of Common Stock of the Company, Merger Event or Liquidation Event occurs, as "Merger Event" or "Liquidation Event" are defined in the Restated Articles.

  • Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by AK Holding or one of its Subsidiaries (including the Company), Merger Event, dissolution, liquidation or winding-up.

Related to Company Merger Event

  • Company Merger shall have the meaning given in the Recitals.

  • First Merger shall have the meaning given in the Recitals hereto.

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

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Second Merger has the meaning set forth in the Recitals.

  • 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.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

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

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

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

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

  • Business Combination Transaction means:

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

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Common Share Reorganization has the meaning set forth in Section 4.1;

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

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Control Transaction means any of the following transactions or any combination thereof:

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

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

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.