Going Private. Transactions. Rule 13e-3 under the Exchange Act is applicable to certain “going private” transactions and may under certain circumstances be applicable to the Merger. However, Rule 13e-3 will be inapplicable if (a) the Shares are deregistered under the Exchange Act prior to the Merger or another business combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. Neither Parent nor Purchaser believes that Rule 13e-3 will be applicable to the Merger.
Going Private shall include any transaction that results in the occurrence of any of the following events: (i) the Company’s common stock is no longer listed on any national securities exchange or quoted on the Nasdaq National Market or other securities quotation system; (ii) the Company is no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act; or (iii) the Company becomes subject to Rule 13e-3 under the Exchange Act.
Going Private. Transactions. The Commission has adopted Rule 13e-3 promulgated under the Securities Exchange Act (“Rule 13e-3”), which is applicable to certain “going private” transactions and which may, under certain circumstances, be applicable to the Merger. However, Rule 13e-3 would be inapplicable if (1) the Shares are deregistered under the Securities Exchange Act prior to the Merger or other business combination or (2) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. Dick’s and Purchaser believe that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger will be effected within one year following the consummation of the Offer and, in the Merger, the Gxxxxx’x shareholders will receive the same price per Share as paid in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the proposed transaction and the consideration offered to minority shareholders in the transaction be filed with the Commission and disclosed to shareholders prior to the consummation of the transaction.
Examples of Going Private in a sentence
Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)Vote CASE-BY-CASE on going private transactions, taking into account the following:1.
Thornburg, Going Private: Technology, Due Process, and Internet Dispute Resolution, 34 U.C. DAVIS L.
Securities Act Release No. 5884, Going Private Transaction By Certain Issuers and their Affiliates, Nov.
With respect to any Going Private Transaction between the Corporation and (i) Smulyan, (ii) any Affiliate of Smulyan or (iii) any group of which Smulyan or any Affiliate of Smulyan is a member, the holders of Class A Shares and Class B Shares shall vote as a single class, with each Class A Share and Class B Share entitled to one vote.
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More Definitions of Going Private
Going Private means that the Company will no longer be a publicly traded company. We anticipate that upon consummation of the tender offer and “short form” merger, the Company’s common stock will be delisted from trading on the Nasdaq Stock Market and deregistered with the SEC.
Going Private means that we will no longer be a public reporting company under the federal securities laws. Registration of our stock under the Exchange Act will be terminated, which means our common stock will not be eligible for trading over the OTC Bulletin Board.
Going Private means the process through which the Seller shall take the Target Company private and have the Target Company delisted from NYSE by means of the Long Form Merger, pursuant to which, the Target Company shall survive, the Golden Meditech Shares owned by the Seller shall be cancelled in exchange for the Golden Meditech Rollover Shares, and the Seller shall pay the owners of the Target Company Minority Interest cash consideration in consideration of the cancellation of the Target Company Minority Interest and at the same time receive certain equity interest to be newly issued by the Target Company of an amount equal to the Target Company Minority Interest, upon consummation of which, the Seller will own 100% of the equity interest in the Target Company.
Going Private means the process through which Party B shall take the Target Company private and have the Target Company delisted from NYSE by means of a long form merger.
Going Private. Transactions. The SEC has adopted Rule 13e-3 promulgated under the Exchange Act, which is applicable to certain “going private” transactions and which may, under certain circumstances, be applicable to the Merger. However, Rule 13e-3 would be inapplicable if (1) the Shares are deregistered under the Exchange Act prior to the Merger or other business combination or (2) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. Getinge and Purchaser believe that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger will be effected within one year following the consummation of the Offer and, in the Merger, the Datascope stockholders will receive the same price per Share as paid in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the proposed transaction and the consideration offered to minority stockholders in the transaction be filed with the SEC and disclosed to stockholders prior to the consummation of the transaction.
Going Private. TRANSACTION. If DCRI undertakes a "going-private" transaction within the meaning of Rule 13e-3 promulgated by the SEC pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, Employee as a holder of issued and outstanding shares of common stock of DCRI and as a holder of options to purchase common stock of DCRI will be treated in the same manner as any other unaffiliated security holder, as defined in Section 13e-3. In such event, DCRI, to the extent permitted by law, will purchase any issued and outstanding shares of common stock of DCRI at a price equal to fair market value of DCRI common stock, which for this purpose will have the same meaning as the term "fair market value" defined in Section 3(c) of Employee's 1998 Stock Option Agreement, as amended, as of the last business day (the "Measuring Date") prior to the effective date of such going-private transaction; provided, however, that such purchase obligation shall not apply in the event that the material terms of such going-private transaction have been disclosed in written notice by certified mail, return receipt requested, to Employee's address at 0000 Xxxxx Xxxxxxx Xxxxx, Richardson, Texas 75082-3206, and in a report or other document filed with the SEC by DCRI at least fifteen (15) days prior to the Measuring Date. Employee shall have the continuing duty to timely notify DCRI of any changes to his residential address for receipt of notice purposes pursuant to the terms of this Agreement.
Going Private means all or most of the stock of a publicly listed company in the US is bought out and ends up in private hands. The stock may be bought out by private equity firms, by the major shareholders or management of the company, or by affiliates of the company. A listed company, if held by less than 300 shareholders of record – or 500 shareholders of record if the company does not have significant assets – can deregister its equity securities from the US Securities and Exchange Com- mission (SEC) and will from then not be subject to the periodic reporting requirements of the US securities laws.