Post-Event Transferee definition

Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.
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Post-Event Transferee has the meaning set forth in Section 7(e).
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Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof. "Preferred Shares" shall mean shares of Series A Participating Preferred Stock, par value $0.001 per share, of the Company. "Pre-Event Transferee" shall have the meaning set forth in Section 7(e) hereof. "Principal Party" shall have the meaning set forth in Section 13(b) hereof. "Record Date" shall have the meaning set forth in the recitals at the beginning of this Agreement. "Redemption Date" shall have the meaning set forth in Section 23(a) hereof. "Redemption Price" shall have the meaning set forth in Section 23(a) hereof. "Rights Agent" shall mean (i) EquiServe Trust Company, N.A, (ii) its successor or replacement as provided in Sections 19 and 21 hereof or (iii) any additional Person appointed pursuant to Section 2 hereof. "Rights Certificate" shall mean a certificate substantially in the form attached hereto as Exhibit B. "Rights Dividend Declaration Date" shall have the meaning set forth in the recitals at the beginning of this Agreement. "Section 11(a)(ii) Trigger Date" shall have the meaning set forth in Section 11(a)(iii) hereof. "Section 13 Event" shall mean any event described in clause (i), (ii) or (iii) of Section 13(a) hereof. "Securities Act" shall mean the Securities Act of 1933, as amended. "Shares Acquisition Date" shall mean the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred. "Spread" shall have the meaning set forth in Section 11(a)(iii) hereof. "Subsidiary" of any Person shall mean any corporation or other entity of which an amount of voting securities sufficient to elect a majority of the directors or Persons having similar authority of such corporation or other entity is beneficially owned, directly or indirectly, by such Person, or any corporation or other entity otherwise controlled by such Person. "Substitution Period" shall have the meaning set forth in Section 11(a)(iii) hereof. "Summary of Rights" shall mean a summary of this Agreement substantially in the form attached hereto as Exhibit C. "Total Exercise Price" shall have the meaning set forth in Section 4(a) hereof. "Trading Day" shall ...
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Examples of Post-Event Transferee in a sentence

  • If such registered holder does not comply with the foregoing requirements, then the Company will be entitled to conclusively deem such Rights to be Beneficially Owned by an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing, as applicable) and, accordingly, such Rights will be null and void and not exercisable or transferable.

  • The Company will provide the Rights Agent with written notice of the identity of any such Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties pursuant to this Agreement and will be deemed not to have any knowledge of the identity of any such Person unless and until it has received such notice.

  • If such registered holder does not comply with the foregoing requirements, then the Company will be entitled to conclusively deem such Rights to be Beneficially Owned by an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing) and, accordingly, such Rights will be null and void and not exchangeable in connection herewith.

  • Upon the occurrence of a Section 11(a)(ii) Event, if the Rights evidenced by this Rights Certificate are beneficially owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing, such Rights will become null and void and no holder hereof will have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event.


More Definitions of Post-Event Transferee

Post-Event Transferee shall have the meaning set forth in Section 1(e) hereof.
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Post-Event Transferee shall have the meaning set forth in Section 4(b) ((Form of Rights Certificates -- Acquiring Person Legend).
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Related to Post-Event Transferee

  • Pre-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.