Consequences of Merger Events definition

Consequences of Merger Events. Notwithstanding Sections 12.2 and 12.3 of the Equity Definitions (which shall not apply with respect to the Transaction), upon the occurrence of a Merger Event that the Calculation Agent determines by reference to Section 14.07(a) of the Indenture would result in an adjustment under the Indenture, the Calculation Agent shall make a corresponding adjustment to the terms relevant to the exercise, settlement, payment or other terms of the Transaction, subject to “Discretionary Adjustments” above; provided that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to the Excluded Provisions and the election, if any, by Counterparty to adjust the Conversion Rate; and provided further that if, with respect to a Merger Event, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares (or depositary receipts evidencing interests in shares) of an entity or person that is not a corporation organized under the laws of the United States, any State thereof or the District of Columbia or (ii) Counterparty following such Merger Event will not be a corporation organized under the laws of the United States, any State thereof or the District of Columbia or will not be the Issuer following such Merger Event, Dealer may elect in its reasonable discretion that Cancellation and Payment (Calculation Agent Determination) shall apply.
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Examples of Consequences of Merger Events in a sentence

  • Extraordinary Events: Consequences of Merger Events involving Counterparty: Share-for-Share: Calculation Agent Adjustment.

  • Extraordinary Events: Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment.

  • Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent AdjustmentTender Offer: Applicable; provided that the reference to 10% in the definition thereof shall be deleted and replaced with a reference to 30%.

  • Extraordinary Events: Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment; for the avoidance of doubt, the value of any embedded optionality in the Transaction shall be taken into account in determining the Cancellation Amount.

  • Consequences of Merger Events: Calculation Agent Adjustment; notwithstanding anything in the 2002 Definitions to the contrary, the Calculation Agent may make a commercially reasonable adjustment pursuant to Calculation Agent Adjustment to any one or more of the Number of Shares, the Forward Price and only other variables relevant to the settlement or payment terms of this Transaction, which are considered an input into a fixed-for-fixed forward or option on equity shares.

  • Extraordinary Events: Consequences of Merger Events: Share-for-Share: Calculation Agent Adjustment.

  • Consequences of Merger Events: Share-for-Share: Calculation Agent Adjustment.

  • Extraordinary Events: Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment Share-for-Combined: Component Adjustment Tender Offer: Applicable; provided, however, that the definition of “Tender Offer”, “Tender Offer Date” and “Announcement Date” in Section 12.1 of the Equity Definitions are each amended by adding after the words “voting shares” the words “, voting power or Shares”.

  • Extraordinary Events: Consequences of Merger Events: Not Applicable.

  • The Bank does not provide retail banking services II.2. Notification of the Customer to natural persons aged under 14 years, except if The Bank shall inform the Customer about the amounts credited or debited to the Customer’s private bank account in line with the periods specified in the Bank Account Contract, in accordance with the provisions of the legal regulations on monetary circulation being effective.

Related to Consequences of Merger Events

  • Articles of Merger has the meaning set forth in Section 2.2.

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

  • Certificate of Merger has the meaning set forth in Section 2.2.

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

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

  • Certificates of Merger has the meaning set forth in Section 2.2.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

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

  • 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.

  • Merger Without Assumption provisions of Section 5(a)(viii) will apply to Party A and will apply to Party B.

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

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • 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 Notes and the Securities issued together with the Notes), (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.

  • Base Merger Consideration has the meaning set forth in Section 3.1(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 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.

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

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • 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.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

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

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • Credit Event Upon Merger has the meaning specified in Section 5(b).