Permitted Business Combination means a Business Combination described in Paragraph 1(b)(i) or 1(b)(ii) above; and
Permitted Business Combination means any Business Combination which is either (i) consummated substantially simultaneously with or subsequently to (A) a dividend or other distribution to RJRN's stockholders of all or substantially all of RJRN's remaining equity interest in Nabisco or (B) another transaction with respect to RJRN's investment in Nabisco which would provide substantially equivalent value to RJRN's stockholders or (ii) approved by the holders of a majority of the outstanding Shares not then beneficially owned by the BGL
Permitted Business Combination means any Business Combination which is either (i) consummated substantially simultaneously with or subsequently to (A) a dividend or other distribution to RJRN's stockholders of all or substantially all of RJRN's remaining equity interest in Nabisco or (B) another transaction with respect to RJRN's investment in Nabisco which would provide substantially equivalent value to RJRN's stockholders or (ii) approved by the holders of a majority of the outstanding Shares not then beneficially owned by the BGL Group or by New Valley and its affiliates (the "New Valley Group").
Examples of Permitted Business Combination in a sentence
Negotiations with respect to the Permitted Business Combination, as announced in the press release of Issuer dated February 10, 2007, are on-going, and to Issuer’s Knowledge, no events have occurred that would indicate that such Permitted Business Combination will not occur on terms substantially similar to those contemplated in the press release.
The Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Permitted Business Combination (as defined below), then in connection with such proposed Permitted Business Combination, the Purchaser shall vote any Class B Shares and Class A Shares owned by it in favor of any proposed Permitted Business Combination.
All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether or not so expressed; provided, that Issuer shall not be permitted to assign or delegate its rights or obligations under this Agreement, the Securities or any notes issued in exchange for any Securities, other than pursuant to the Permitted Business Combination.
Issuer shall provide, as reasonably practicable, Holder notice of the proposed time of effectiveness of a Substantial Financing or Permitted Business Combination within a reasonable time prior to any such proposed effectiveness.
If the Purchaser fails to vote any Class B Shares or Class A Shares it is required to vote hereunder in favor of a Proposed Permitted Business Combination, the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.
More Definitions of Permitted Business Combination
Permitted Business Combination means a Business Combination that meets all of the requirements of Section 8.11 hereof.
Permitted Business Combination means any merger, share exchange, acquisition or other business combination of another Person by or with the Borrower, whether directly or indirectly, whether accounted for as a purchase or pooling of interests and regardless of whether the consideration paid by the Borrower in connection therewith is in the form of cash, Capital Stock, assumption of debt, other assets of the Borrower or other consideration, provided that (i) such merger, share exchange, acquisition or other business combination is voted upon favorably by the board of directors of the Borrower, (ii) the Borrower shall be the surviving corporation in such merger, share exchange, acquisition or other business combination, and (iii) the Person being acquired directly or indirectly by the Borrower is engaged in the ownership and operation of Theaters or any incidental business, and (iv) the merger, share exchange, acquisition or other business combination will not result on a pro forma basis in the Borrower being in violation of any of the affirmative or negative covenants set forth in this Loan Agreement as demonstrated in writing to the satisfaction of the Requisite Banks.
Permitted Business Combination means (x) a tender or exchange offer by Universal or an Affiliate for all the Common Shares of the Company that is accepted by a majority of the Company's Public Stockholders or (y) a merger (other than a merger following a tender or exchange offer complying with (x) above) involving the Company and Universal or an Affiliate that is approved, in addition to any vote required by law, by a majority of the Company's Public Stockholders so long as, in the case of (x) and (y) above, a committee of the Directors (excluding any Directors designated by Universal or Liberty pursuant to the terms of the Governance Agreement, as it may be amended, modified or waived from time to time, and any other directors who have a conflict of interest) determines that the tender offer, exchange offer or merger, as the case may be, is fair to the Company's stockholders (other than Universal and its Affiliates).
Permitted Business Combination means any Business Combination which is either (i) consummated substantially simultaneously with or subsequently to
Permitted Business Combination means a merger of Issuer into Easyknit Holdings Enterprises Holdings Limited, a Bermuda incorporated company and listed on the Stock Exchange of Hong Kong Limited.
Permitted Business Combination has the meaning set forth in Section 4.9(b)(ii). “Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity including any Governmental Entity. “Personal Data” means any information that relates to an identified or identifiable individual, or that may be used to identify an individual, including name, street address, telephone number, email address, photograph, social security number, driver’s license number or data collected through an automated license plate recognition system, passport number, financial account information, username and password combinations or customer or account number. “Post-Closing Covenants” has the meaning set forth in Section 6.1(b)(iii). “Post-Closing Covenant Expiration Date” has the meaning set forth in Section 6.1(b)(iii). “Post-Closing Statement” has the meaning set forth in Section 1.7(a). “Pre-Closing Covenants” has the meaning set forth in Section 6.1(b)(iii). “Pre-Closing Covenant Expiration Date” has the meaning set forth in Section 6.1(b)(iii). “Pre-Closing Period” has the meaning set forth in Section 4.1. “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date including the portion of any Straddle Period ending on the Closing Date.
Permitted Business Combination means the consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries (each, a “Business Combination”) if any of the following apply: (A) the persons that were the beneficial owners of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the person resulting from such Business Combination (including, without limitation, a person that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 33% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination