Issuer Merger Event means, for any Issuer, as determined by the Calculation Agent, any (a) reclassification or change of the relevant Shares that results in a transfer of or an irrevocable commitment to transfer 100% of the outstanding Shares of such Issuer (without regard to any actions needed) to another Person, (b) consolidation, amalgamation, merger or binding share exchange of such Issuer with or into another Person (other than a consolidation, amalgamation, merger or binding share exchange in which such Issuer is the continuing entity and which does not result in a reclassification or change of 100% of the outstanding Shares of such Issuer), (c) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any Person to purchase or otherwise obtain 100% of the outstanding Shares of such Issuer that results in such Person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, 100% of the outstanding Shares of such Issuer or (d) consolidation, amalgamation, merger or binding share exchange of such Issuer with or into another entity in which such Issuer is the continuing entity and which does not result in a reclassification or change of 100% of the outstanding Shares of such Issuer but results in the enterprise value of such Issuer being less than 100% of the enterprise value of the Person or Persons being acquired (prior to such acquisition), in each case determined by the Calculation Agent as of the date of the consummation of any such transaction; provided that notwithstanding the foregoing, an Issuer 251(g) Merger Event will not constitute an Issuer Merger Event.
Issuer Merger Event means, for any Issuer, as determined by the Calculation Agent, any (a) reclassification or change of the relevant Shares that results in a transfer of or an irrevocable commitment to transfer 100% of the outstanding Shares of such Issuer (without regard to any actions needed) to another Person, (b) consolidation, amalgamation, merger or binding share exchange of such Issuer with or into another Person (other than a consolidation, amalgamation, merger or binding share exchange in which such Issuer is the continuing entity and which does not result in a reclassification or change of 100% of the outstanding Shares of such Issuer), (c) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any Person to purchase or otherwise obtain 100% of the outstanding Shares of such Issuer that results in such Person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, 100% of the outstanding Shares of such Issuer or (d) consolidation, amalgamation, merger or binding share exchange of such Issuer with or into another entity in which such Issuer is the continuing entity and which does not result in a reclassification or change of 100% of the outstanding Shares of such Issuer but results in the enterprise value of such Issuer being less than 100% of the enterprise value of the Person or Persons being acquired (prior to such acquisition), in each case determined by the Calculation Agent as of the date of the consummation of any such
Issuer Merger Event means any (a)(i) reclassification or change of the Shares that results in a transfer of or an irrevocable commitment to transfer more than 50% of the outstanding Shares to another Person, (ii) consolidation, amalgamation, merger or binding share exchange of the Issuer or any Subsidiary thereof with or into another Person, or (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any Person to purchase or otherwise obtain more than 50% of the outstanding Shares that results in a transfer of or an irrevocable commitment to transfer more than 50% of the outstanding Shares (other than Shares owned or controlled by such Person), or (b) the public announcement, including any public announcement as defined in Rule 165(f) of the Securities Act, by any entity at any time, of any intention to engage in a transaction (whether or not subsequently amended) that, if completed, would lead to any event set forth in the immediately preceding clause (a).
Examples of Issuer Merger Event in a sentence
Notwithstanding anything to the contrary contained herein, in the event that a Mandatory Prepayment Event occurs following any Potential Adjustment Event, Issuer Merger Event or Spin-Off Event, then the Administrative Agent agrees not to send a Mandatory Prepayment Notice until such time as Calculation Agent has made its determination as to the appropriate adjustments, if any, to be made to (i) the Minimum Price, (ii) the Maximum Share Number and/or (iii) the Minimum ADTV Level.
Notwithstanding anything to the contrary contained herein, in the event that a Mandatory Prepayment Event occurs following any Potential Adjustment Event, Issuer Merger Event or Spin-Off Event, then the Administrative Agent agrees not to send a Mandatory Prepayment Notice until such time as Calculation Agent has made its determination as to the appropriate adjustments, if any, to be made to (i) the Minimum Price, (ii) the Maximum Share Number and/or ( iii) the Minimum ADTV Level.
More Definitions of Issuer Merger Event
Issuer Merger Event means, as determined by the Calculation Agent, any (a) reclassification or change of the Common Shares that results in a transfer of or an irrevocable commitment to transfer 100% of the outstanding Common Shares (without regard to any actions needed) to another Person, (b) consolidation, amalgamation, merger or binding share exchange of the Issuer with or into another Person (other than a consolidation, amalgamation, merger or binding share exchange in which the Issuer is the continuing entity and which does not result in a reclassification or change of 100% of the outstanding Common Shares), (c) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any Person to purchase or otherwise obtain 100% of the outstanding Common Shares that results in such Person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, 100% of the outstanding Common Shares or (d) consolidation, amalgamation, merger or binding share exchange of the Issuer with or into another entity in which the Issuer is the continuing entity and which does not result in a reclassification or change of 100% of the outstanding Common Shares but results in the enterprise value of the Issuer being less than 100% of the enterprise value of the Person or Persons being acquired (prior to such acquisition), in each case determined by the Calculation Agent as of the announcement date of any such transaction; provided that notwithstanding the foregoing, (i) an Issuer 251(g) Merger Event will not constitute an Issuer Merger Event and (ii) all the Charter TWC Mergers shall be deemed to be one collective Issuer Merger Event that will be deemed to be effective on the last to occur of such mergers.
Issuer Merger Event means, for any Issuer, as determined by the Calculation Agent, any (a) reclassification or change of the relevant Shares that results in a transfer of or an irrevocable commitment to transfer 100% of the outstanding Shares of such Issuer (without regard to any actions needed) to another Person, (b) consolidation, amalgamation, merger or binding share exchange of such Issuer with or into another Person (other than a consolidation, amalgamation, merger or binding share exchange in which such Issuer is the continuing entity and which does not result in a reclassification
Issuer Merger Event means any: (a)(i) reclassification or change of the Shares issued by the Issuer that results in a transfer of or an irrevocable commitment to transfer more than fifty percent (50%) of the outstanding Shares issued by the Issuer to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the Issuer with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which the Issuer is the continuing entity and which does not result in a reclassification or change of more than fifty percent (50%) of the outstanding Shares issued by the Issuer), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain more than fifty percent (50%) of the outstanding Shares issued by the Issuer that results in a transfer of or an irrevocable commitment to transfer more than fifty percent (50%) of the outstanding Shares issued by the Issuer (other than Shares issued by the Issuer owned or controlled by such other entity or person), (iv) any acquisition by Issuer or any Subsidiary of Issuer whereby Issuer or such Subsidiary acquires a company or substantially all assets of a company (including such a transaction structured in a manner contemplated in clauses (i), (ii), and/or (iii) above as if reference to “Issuer” and the “Shares” were references to such other company and its securities and/or assets, as applicable), excluding with respect to this clause (iv) (x) any Asset Dropdown Event, (y) any transaction between Issuer and any of its wholly-owned Subsidiaries or among any such wholly-owned Subsidiaries and (z) any transaction for which (I) Issuer or such Subsidiary is the continuing Person and (II) the aggregate consideration to be delivered by Issuer or any of its Subsidiaries in connection therewith has a market value less than fifty percent (50%) of the market capitalization of Issuer, as of each of the date on which the transaction is announced and the date on which it is consummated, as determined by the Calculation Agent, or (v) consolidation, amalgamation, merger or binding share exchange of the Issuer or its Subsidiaries with or into another entity in which the Issuer is the continuing entity and which does not result in a reclassification or change of more than fifty percent (50%) of the outstanding Shares issued by the Issuer but results in the outstanding Shares issued by the Issuer (other...
Issuer Merger Event means any: (a)(i) reclassification or change of the Shares issued by the Issuer that results in a transfer of or an irrevocable commitment to transfer more than fifty percent (50%) of the outstanding Shares issued by the Issuer to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the Issuer with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which the Issuer is the continuing entity and which does not result in a reclassification or change of more than fifty percent (50%) of the outstanding Shares issued by the Issuer), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain more than fifty percent (50%) of the outstanding Shares issued by the Issuer that results in a transfer of or an irrevocable commitment to transfer more than fifty percent (50%) of the outstanding Shares issued by the Issuer (other than Shares issued by the Issuer owned or controlled by such other entity or person), (iv) any acquisition by Issuer or any Subsidiary of Issuer whereby Issuer or such Subsidiary acquires a company or substantially all assets of a company (including such a transaction structured in a manner contemplated in clauses (i) , (ii) , and/or (iii) above as if reference to "Issuer" and the "Shares" were references to such other company and its securities and/or assets, as applicable), excluding with respect to this clause (iv) (x) any Asset Dropdown Event, (y) any transaction between Issuer and any of its wholly- owned Subsidiaries or among any such wholly-owned Subsidiaries and (z) any transaction for which (I) Issuer or such Subsidiary is the continuing Person and (II) the aggregate consideration to be delivered by Issuer or any of its Subsidiaries in connection therewith has a market value less than fifty percent (50%) of the market capitalization of Issuer, as of each of the date on which the transaction is announced and the date on which it is consummated, as determined by the Calculation Agent, or (v) consolidation, amalgamation, merger or binding share exchange of the Issuer or its Subsidiaries with or into another entity in which the Issuer is the continuing entity and which does not result in a reclassification or change of more than fifty percent (50%) of the outstanding Shares issued by the Issuer but results in the outstanding Shares issued by the Issuer (ot...
Issuer Merger Event means, as determined by the Calculation Agent, any (a) reclassification or change of the Common Shares that results in a transfer of or an irrevocable commitment to transfer 100% of the outstanding Common Shares (without regard to any actions needed) to another Person, (b) consolidation, amalgamation, merger or binding share exchange of the Issuer with or into another Person (other than a consolidation, amalgamation, merger or binding share exchange in which the Issuer is the continuing entity and which does not result in a reclassification or change of 100% of the outstanding Common Shares), (c) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any Person to purchase or otherwise obtain 100% of the outstanding Common Shares that results in such Person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, 100% of the outstanding Common Shares or (d) consolidation, amalgamation, merger or binding share exchange of the Issuer with or into another entity in which the Issuer is the continuing entity and which does not result in a reclassification or change of 100% of the outstanding Common Shares but results in the enterprise value of Issuer being less than 100% of the enterprise value of the Person or Persons being acquired (prior to such acquisition), in each case determined by the Calculation Agent as of the announcement date of any such transaction; provided that notwithstanding the foregoing, an Issuer 251(g) Merger Event will not constitute an Issuer Merger Event.
Issuer Merger Event means any (i)(a) reclassification or change of the Common Units that results in a transfer of or an irrevocable commitment to transfer more than 50% of the outstanding Common Units to another “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), (b) consolidation, amalgamation, merger or binding share exchange of the Issuer with or into another “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) (other than a consolidation, amalgamation, merger or binding share exchange in which Issuer is the continuing entity and which does not result in a reclassification or change of more than 50% of the outstanding Common Units), (c) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by another “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) to purchase or otherwise obtain more than 50% of the outstanding Common Units that results in a transfer of or an irrevocable commitment to transfer more than 50% of the outstanding Common Units (other than Common Units owned or controlled by such other person or group), or (d) consolidation, amalgamation, merger or binding share exchange of the Issuer or its Subsidiaries with or into another “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) in which Issuer is the continuing entity and which does not result in a reclassification or change of more than 50% of the outstanding Common Units but results in the outstanding Common Units (other than Common Units owned or controlled by such other person or group) immediately prior to such event collectively representing less than 50% of the outstanding Common Units immediately following such event, or (ii) the public announcement, including any public announcement as defined in Rule 165(f) of the Securities Act, by any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) at any time, of any intention to engage in a transaction (whether or not subsequently amended) that, if completed, would lead to any event set forth in the immediately preceding clause (i).
Issuer Merger Event means, for any Issuer, as determined by the