Listed Stock Business Combination definition

Listed Stock Business Combination means the merger or consolidation of the Company with or into another Person or the merger or consolidation of another Person with or into the Company in which at least ninety percent (90%) of the consideration (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in such consolidation or merger consists of common stock and, if applicable, any associated rights traded on a U.S. national securities exchange (or which will be so traded when issued or exchanged in connection with such consolidation or merger), and, as a result of such consolidation or merger, the Notes, upon conversion, will be convertible into such common stock and associated rights in accordance with Section 4.16.
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Listed Stock Business Combination means a consolidation or merger that satisfies the following conditions: (x) at least 90% of the consideration (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in such consolidation or merger consists of common stock, American depositary shares or receipts and any associated rights listed and traded on a National Securities Exchange (or which will be so listed and traded when issued or exchanged in connection with such consolidation or merger); and (y) as a result of such consolidation or merger, the New Notes become convertible into solely such consideration.
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Listed Stock Business Combination means a transaction satisfying the requirements of clause (y) of the proviso to the definition of "FUNDAMENTAL CHANGE."
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More Definitions of Listed Stock Business Combination

Listed Stock Business Combination means a transaction in which the Company consolidates with, or merges with or into, another person or any person consolidates with, or merges with or into, the Company in which at least ninety percent (90%) of the consideration (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in such consolidation or merger consists of common stock and any associated rights traded on a U.S. national securities exchange (or which will be so traded when issued or exchanged in connection with such consolidation or merger), and, as a result of such consolidation or merger, the Securities become convertible into cash and, if applicable, solely such common stock and associated rights.
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Related to Listed Stock Business Combination

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Business Combination Transaction means:

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Listed Shares means shares which are traded or listed on an approved stock exchange;

  • Interested Shares means Shares that are beneficially owned by:

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

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

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

  • UNE Combination means a combination of two (2) or more Unbundled Network Elements that were or were not previously combined or connected in Qwest's network, as required by the FCC, the Commission or this Agreement.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Interested Shareholder means any person (other than the Corporation or any Subsidiary) who or which:

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

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Company Transaction means the consummation of

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Merger has the meaning set forth in the Recitals.

  • 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:

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

  • Equity Securities means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

  • Mergers has the meaning set forth in the Recitals.