Examples of MBI Common Stock in a sentence
If the merger qualifies as a reorganization but does not satisfy the requirements of Section 367(a)(1) of the Code, MBI Stockholders will be required to recognize gain, but not loss, on their exchange of MBI Common Stock for BIOX Ordinary Shares in the merger.
Accordingly, it is more likely that the necessary stockholder approval to complete the merger will be received than would be the case if Supporting Stockholders agreed to vote their MBI Common Stock in accordance with the majority of the votes cast by other MBI Stockholders.
Later on January 24, 2022, Company D sent Xx. Xxxxx another proposal letter, increasing their valuation of MBI to a $233 million enterprise value, which they indicated reflected merger consideration of $1.15 per share of MBI Common Stock.
Because the exchange ratio will not be adjusted to reflect any changes in the market price of the BIOX Ordinary Shares, the market value of the BIOX Ordinary Shares issued in the merger and the MBI Common Stock surrendered in the merger may be higher or lower than the value of these shares on earlier dates.
BIOX Ordinary Shares to be received by holders of MBI Common Stock as a result of the merger will have rights different from the shares of MBI Common Stock.
Xxxxxxxx Lokey’s opinion was directed to MBI’s Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of MBI Common Stock other than the Excluded Holders, of the Exchange Ratio provided for in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding entered into in connection therewith or otherwise.
Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of MBI Common Stock present in person virtually or by proxy at the Special Meeting and entitled to vote on the proposal.
Assuming the merger qualifies for the tax-free treatment described above, MBI Stockholders generally should not recognize gain or loss for U.S. federal income tax purposes upon the exchange of MBI Common Stock for BIOX Ordinary Shares in the merger, except with respect to any cash received in lieu of a fractional BIOX Ordinary Share.
Xxxxxxxx Lokey’s opinion was directed to MBI’s Board and only addressed the fairness, from a financial point of view, to the holders of MBI Common Stock other than the Excluded Holders of the Exchange Ratio provided for in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding entered into in connection therewith or otherwise.
Approval of the non-binding compensation advisory proposal requires the affirmative vote of a majority of the shares of MBI Common Stock present via the MBI special meeting website or represented by proxy at the MBI special meeting and entitled to vote on the proposal.