Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.
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:
Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.
Company Acquisition Transaction means any transaction or series of transactions involving:
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
First Closing has the meaning set forth in Section 2.1(a).
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.
Acquiror has the meaning specified in the Preamble hereto.
Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.
Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Buyer has the meaning set forth in the preamble.
Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Share Exchange Agreement has the meaning specified in the Recitals.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Second Closing has the meaning set forth in Section 2.2.
Share Exchange has the meaning set forth in Section 2.1.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.