Consummation of the Tender Offer and Stock Repurchase definition

Consummation of the Tender Offer and Stock Repurchase means all conditions precedent under the Tender Offer Registration Statement (other than the payment for the Equity Interests of the Target that are to be acquired pursuant to the Tender Offer), the Strategic Alliance Agreement and the Stock Purchase Agreement to the consummation of the Tender Offer and the Stock Purchase shall have been satisfied and (x) proceeds of the Initial Term Loans in the amount necessary to purchase the shares of the Target pursuant to the Tender Offer shall have been transferred to Nomura Securities Co., Ltd., as the tender offer agent in respect of the Tender Offer Registration Statement, to be used to purchase shares of the Target as described in the Tender Offer Registration Statement and (y) the consummation of the Stock Purchase, in each case, in accordance with the terms and conditions of the respective Tender Offer Documents without giving effect to any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or any of its Subsidiaries in any manner if such amendment, alteration, modification, supplement or express waiver or consent (x) in the case of the Tender Offer Registration Statement, would have given the Borrower or any of its Subsidiaries the right to terminate the Tender Offer if such alteration, amendment, modification, supplement or express waiver or consent had not been granted or (y) in the case of any other Tender Offer Document, is materially adverse to the interests of the Lenders (in their capacities as such), without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or any of its Subsidiaries under the Tender Offer Documents (a) that results in a reduction in the purchase price under the Tender Offer Documents (the “Purchase Price”) by more than […***…] shall be deemed to be materially adverse to the interests of the Lenders, unless such reduction is applied to reduce the principal amount of the Term Loans, (b) that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders so long as (x) any such increases shall not be funded with proceeds of any Indebtedness and (y) after giving effect to any such increase in the Purchase Price and any payment in respect thereof, the Borrower and its ...
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Examples of Consummation of the Tender Offer and Stock Repurchase in a sentence

  • If the Consummation of the Tender Offer and Stock Repurchase shall not have been effected on or prior to 5:00 P.M. (Tokyo time) on October 21, 2015 (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall prepay (or cause to be prepaid) in full in cash all of the Senior Credit Obligations under the Loan Documents prior to 5:00 P.M. (Tokyo time) on the Business Day immediately following such date.

Related to Consummation of the Tender Offer and Stock Repurchase

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

  • Share Repurchase means the purchase, repurchase, redemption or other acquisition by the Company from any Person of any capital stock or other equity interest of the Company.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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:

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Issuers or one or more of their Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third-party financing.

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

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

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

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

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

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

  • Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

  • Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.