Go2Net definition

Go2Net means Go2Net, Inc., a Delaware corporation.
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Go2Net or the "Company") and Vulcan Ventures Inc. ("Vulcan") propose to enter into a Stock Purchase Agreement (the "Agreement") pursuant to which Go2Net agrees to issue and sell to Vulcan 300,000 shares of Go2Net's Series A Preferred Stock ("Preferred Shares") for a purchase price of $1,000 per share (the "Stock Purchase"), payable in cash and a short-term promissory note. Vulcan shall have the right, at its option, at any time, to convert, subject to the terms of the Certificate of Designation of Series A Convertible Preferred Stock (the "Certificate") all or any portion of its Preferred Shares into that number of shares of Go2Net common stock equal to (i) the sum of (A) the purchase price of all Preferred Shares to be converted plus (B) any declared but unpaid dividends on such shares, divided by (ii) $66.11 (the "Conversion Price"), subject to adjustment according to the Certificate. The issuance and sale of 132,493 of the Preferred Shares pursuant to the Stock Purchase (the "Second Issuance") is conditioned upon, among other things (i) Vulcan's purchase of all common shares tendered (the "Tender Offer") up to 3,574,278 shares of Go2Net's Common Stock at a purchase price of $90.00 per share (the "Tender Price") in cash, and (ii) the election of a number of candidates designated by Xxxxxx that would constitute a majority of the directors of Go2Net's Board. In addition, Go2Net management has agreed to sell 1,425,722 shares of Go2Net common stock to Vulcan for $90.00 per share. The terms and conditions of the Stock Purchase and Tender Offer (together, the "Transaction") are more fully described in the Agreement. You have requested our opinion as to whether the Conversion Price and Tender Price are fair, from a financial point of view, to Go2Net shareholders. Broadview International LLC focuses on providing merger and acquisition advisory services to information technology ("IT"), communications and media companies. In this capacity, we are continually engaged in valuing such businesses, and we maintain an extensive database of IT, communications and media mergers and acquisitions for comparative purposes. We will receive a fee from Go2Net upon the delivery of this opinion. In rendering our opinion, we have, among other things: 1.) reviewed the terms of the Agreement, the Certificate and the Stock Purchase and Voting Agreement in the form of drafts dated March 14, 1999 furnished to us by Go2Net's legal counsel on March 14, 1999, which, for the purposes of this opi...
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Examples of Go2Net in a sentence

  • A banner or other structure bearing the SGA logo must be displayed at events run by the SGA.

  • The banker proposed a formula that had apparently worked in the past with another banking client: "we should aggressively link coverage with banking - that is what we did with Go2Net (Henry [Blodget] was involved) ....

  • The certificates representing the Shares are held by Go2Net, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws.

  • As of the date of this Agreement, (a) 1,000 Shares are issued and outstanding, (b) no Shares are owned, beneficially or of record, by any Person other than Go2Net, and (c) no Shares are issued and held in the treasury of the Company.

  • Go2Net is the record and beneficial owner of all the issued and outstanding Shares.

  • Subject to the terms and conditions of this Agreement, at the Closing, Go2Net shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Go2Net, all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws.

  • In particular, Yahoo!, MSN, Netscape, Excite, AOL, Lycos, iWon and Go2Net were identified as public Web portals during the preparation phases and pilot tests for this study.3 These sites not only meet the definition of horizontal Web portals of Choi and Whinston (2000), but they are also publicly available to the largest audience on the WWW without any restrictions.

  • A layout with overland flow routes needs to be presented with appreciation of these overland • flow routes with regards to the properties on site and adjacent properties off site.

  • Our current tax code overwhelming favors large corporations and the wealthiest individuals, and it's time we made the system work for you.

  • General Counsel and Corporate Secretary Address (Until the Occupancy Date as to the Initial Phase I Premises): Go2Net, Inc.

Related to Go2Net

  • We/Us/Our means TATA AIG General Insurance Company Limited.

  • Sternlight means a white light placed as nearly as practicable at the stern showing an unbroken light over an arc of the horizon of 135 degrees and so fixed as to show the light 67.5 degrees from right aft on each side of the vessel.

  • snippetLinks [{"key":"specifically","type":"clause","offset":[20,32]},{"key":"provided-herein","type":"clause","offset":[33,48]},{"key":"at-the-closing","type":"clause","offset":[50,64]},{"key":"the-parties-shall","type":"clause","offset":[65,82]},

  • snippet means with respect to any Material Contract, a consent and agreement in favor of the Term Loan Collateral Agent (for the benefit of the Secured Parties) in substantially the form attached hereto as Exhibit F or otherwise in form and substance reasonably satisfactory to the Term Loan Collateral Agent and the Administrative Agent.","hash":"b253905eac2329f4ce5deee359573d97","id":7},{"snippetLinks":[{"key":"the-consent","type":"clause","offset":[6,17]},{"key":"dated-as-of","type":"definition","offset": [32,43]},{"key":"march","type":"clause","offset":[44,49]},{"key":"the-bank","type":"clause","offset":[72,80]},{"key":"sumitomo","type":"definition","offset":[87,95]},{"key":"heavy","type":"clause","offset":[96,101]},{"key":"industries","type":"clause","offset":[102,112]},{"key":"ltd","type":"clause","offset":[114,117]},{"key":"solely-for-purposes-of- section","type":"clause","offset":[120,150]},{"key":"borrower-and","type":"clause","offset":[173,185]},{"key":"certain","type":"clause","offset":[186,193]},{"key":"subsidiaries","type":"clause","offset":[208,220]}],"samples":[{"uri":"/contracts/8I1kKDYnIWF#consent-and-agreement","label":"Loan and Security Agreement (Axcelis Technologies Inc)","score":21},{"uri":"/contracts/ef30eXHgcuS#consent-and-agreement","label":"Loan and Security Agreement (Axcelis Technologies Inc)","score":21},{"uri":"/contracts/dwF8yXcI2kh#consent-and-agreement","label":"Loan and Security Agreement (Axcelis Technologies Inc)","score":21}],"size":6,"snippet":"means the Consent and Agreement dated as of March 30, 2009 by and among the Bank, SEN, Sumitomo Heavy Industries, Ltd. (solely for purposes of Section 2(b) thereunder), the Borrower and certain of Borrower’s Subsidiaries named therein.","hash":"e15b2264efd3078b83ce802817c2631f","id":8},{"snippetLinks":[{"key":"a-consent","type":"clause","offset":[6,15]},

  • SADC means the Southern African Development Community;

  • SBS means the New York City Department of Small Business Services.

  • WOj means the lowest performance (expressed as a percentage) among the Indices as determined by the Calculation Agent in accordance with the following formula: Mini = 1 to 2 Where:

  • Growler means any refillable, resealable container complying with federal law.

  • computer resource means computer, computer system, computer network, data, computer data base or software;

  • AASHTO means the American Association of State Highway and Transportation Officials.

  • MOHLTC means the Minister or the Ministry of Health and Long-Term Care, as the context requires;

  • BEO means a written order issued by the Contractor to the Judicial Council that confirms the Judicial Council’s specific instructions and orders with respect to the Program on any one or more of the following, but does not alter any of the Agreement’s terms and conditions: (i) meeting and/or function room(s) and set-up requirements and/or rental charges; (ii) meal menus and prices and set-up requirements; and/or (iii) audio-visual equipment and set-up requirements and/or rental charges. BEO’s will be approved and signed by the Judicial Council’s representative, as set forth in Exhibit B.

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  • EMMA means the Electronic Municipal Market Access system as described in 1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule.

  • SERFF means the system for electronic rate and form filing. SERFF is a proprietary NAIC computer-based application that allows insurers and other entities to create and submit rate, rule and form filings electronically to the commissioner.

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  • AEMO means the Australian Energy Market Operator Limited (ACN 072 010 327).

  • hostel means a place of residence for the students of the University, or its colleges, institutions and study centers, established or recognized to be as such by the University;

  • Crane means any self-propelled vehicle to which has been permanently mounted or attached any crane, whether or not such vehicle was originally a truck, tractor, or other type of motor vehicle or was designed and built as a complete crane unit. However, the word "crane," as herein defined, shall not be construed to mean any truck or other vehicle equipped with or to which has been affixed any device used for the purpose of providing a means for towing other vehicles.

  • Cyberbullying means any form of communication by electronic act that is sent with the purpose to:

  • IOSCO means the International Organisation of Securities Commissions.

  • MREL means the Minimum Requirement for own funds and Eligible Liabilities as defined in Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms (as amended from time to time).

  • Seaplane means an aeroplane capable normally of taking off from and alighting solely on water;

  • Constellation has the meaning assigned to that term in the Recitals.

  • Salmon means Pacific Salmon of the species Oncorhynchus nerka including sockeye; Oncorhynchus kisutch including coho; Oncorhynchus gorbuscha including pink; Oncorhynchus keta including chum; and Oncorhynchus tshawytcha including chinook; anadromous whitefish and cisco (Coregonidae spp.); and anadromous Arctic char (Salvelinus alpinus).