Minority Exchange definition

Minority Exchange. 5.01(a) “NBC Palm Beach I” Preamble “NBC Palm Beach II” Preamble “NBCU” Preamble “NBCU Entities” Preamble “Xxxxxx Stockholders” Recitals “Paying Agent” 4.03(a) “Permits” 6.05(a) “PBGC” 6.09(d) “PMC” Recitals “Principal Amount” 2.06(b) “Proposed Amendments” 5.02 Definition Section “Proxy Statement” 10.02 “Restated Certificate of Incorporation” 4.01(a) “Reverse Stock Split” 4.01(a) “Reverse Stock Split Ratio” 4.01(a) “Schedule 14D-9” 3.01(b) “SEC Reports” 6.06(a) “Stockholders’ Meeting” 10.01(b) “Subsequent Period” 3.01(a) “Tender Offer” Recitals “Tender Offer Conditions” 3.01(a) “Tender Offer Documents” 3.01(b) “Tender Offer Expiration Date” 3.01(a) “Tender Offer Initial Expiration Date” 3.01(a) “Tender Offer Schedule TO” 3.01(b) “Termination Date” 12.02 “Transaction” Recitals “WARN” 6.10(b)
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Examples of Minority Exchange in a sentence

  • As discussed in the July 12 Opinion, none of the parties to this litigation “made an especially strong showing that issuance or non-issuance of a preliminary injunction will14 During the extension period, holders who do not wish to receive the Minority Exchange Consideration may withdraw their previously tendered shares and revoke their consents.

  • To the extent such estimates have been prepared in good faith and are supported by reasonable evidence provided to the TCW/MS Parties and GSCAC, such estimates shall be used to calculate the CEH Group Merger Consideration, all other amounts specified on Exhibit F to the Merger Agreement, the Payoff Consideration, the LP Minority Exchange Consideration and the Fulcrum Exchange Consideration.

  • To the extent not executed and delivered on or prior to the date hereof, each of the Additional Agreements (other than the LP Minority Exchange Agreement) shall have been executed and delivered by each of the parties to such Additional Agreements other than CEH or an Affiliate of CEH, as applicable.

  • After the Exchange Offer commenced, ION announced on June 26, 2007, that the Company had extended the Exchange Offer generally for one day until 12:01 a.m. on July 11, 2007, and for ten business days if holders are to receive the Minority Exchange Consideration.23 If, during that time, a majority of shares of the Senior Preferred Stock have been tendered, holders will still receive the Minority Exchange Consideration, but have to give the covenant consents.

  • Each Party agrees, and CEH agrees to cause each Subsidiary, to provide the other Parties reasonable access to their respective books, records and employees as is reasonably requested in connection with the calculation of the CEH Group Merger Consideration, all other amounts specified on Exhibit F, the TCW Payoff Consideration, the LP Minority Exchange Consideration and the Fulcrum Exchange Consideration, as applicable.

  • Since 12:01 a.m. on July 11, 2007 and because less than a majority of shareholders have tendered,13 all shareholders tendering preferred shares are now only eligible for the Minority Exchange Consideration, regardless of12 MTA § 5.01; see also July 12, 2007 Op. at 11.13 According to a press release on ION’s website, as of 11:59 p.m. on July 13, 2007, approximately 25.3% of the outstanding share of 14 ¼% preferreds and 10.6% of the outstanding shares of 9 ¾% preferreds had tendered.

  • During Lausanne negotiations, the two states have taken decisions on many issues like; the determination of the Thrace boundary, Aegean Disputes and Minority Exchange.

  • To the extent not executed and delivered on or prior to the date hereof, each of the Additional Agreements (other than the LP Minority Exchange Agreement) shall have been executed and delivered by each of the parties to such Additional Agreements other than GSCAC or an Affiliate of GSCAC, as applicable.

  • To the extent such estimates have been prepared in good faith and are supported by reasonable evidence provided to the TCW/MS Parties (as defined in the TCW Consent) and GSCAC, such estimates shall be used to calculate the CEH Group Merger Consideration, all other amounts specified on Exhibit F, the TCW Payoff Consideration, the LP Minority Exchange Consideration and the Fulcrum Exchange Consideration, as applicable.

Related to Minority Exchange

  • Two-party exchange means a transaction in which fuel is transferred from one licensed supplier to

  • Permitted Debt Exchange shall have the meaning provided in Section 2.15(a).

  • Minority Group means any of the following racial or ethnic groups:

  • Free Exchange means an exchange of a Commission Share of one Fund for a Commission Share of another Fund under circumstances where the CDSC which would have been payable in respect of a redemption of the exchanged Commission Share on the date of such exchange is waived and the Commission Share issued in such exchange is treated as a continuation of the investment in the Commission Share exchanged for purposes of determining the CDSC payable if such Commission Share issued in the exchange is thereafter redeemed.

  • Automated transaction means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of 1 or both parties are not reviewed by an individual in the ordinary course in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • National Exchange means the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, or the New York Stock Exchange.

  • collective investment scheme means any arrangements with respect to property of any description, including money, the purpose or effect of which is to enable Persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income arising from the acquisition, holding, management or disposal of the property or sums paid out of such profits or income.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Reference Exchange means XETRA.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • MINORITY BUSINESS ENTERPRISE (MBE means an individual, partnership, corporation or joint venture of any kind that is owned and controlled by U. S. Citizens and residents of Ohio, who are and have held themselves out as members of the following socially and economically disadvantaged groups: Blacks, American Indians, Hispanics and Asians. Only businesses certified by the State of Ohio Equal Opportunity Division in accordance with Section 123.151 of the Ohio Revised Code shall be recognized as being MBE certified within the purpose of this invitation.

  • Interest exchange means the acquisition of an ownership or membership interest in a domestic entity as provided by Subchapter B, Chapter 10. The term does not include a merger or conversion.

  • Blocker has the meaning set forth in the preamble.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • Recognised Investment Exchange has the meaning given to it by section 207 of the Financial Services Xxx 0000;

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