Reclassification Transaction definition
Examples of Reclassification Transaction in a sentence
As of the date hereof, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened, against the Company, at Law or in equity, or before any Governmental Authority, that would reasonably be expected to, individually or in the aggregate, prevent or materially impair or materially delay the consummation of the Reclassification Transaction and the other transactions contemplated by this Agreement.
No investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Class B Shareholder is entitled to any fee or commission from the Company in connection with the consummation of the Reclassification Transaction.
As of the date hereof, there are no actions, suits or proceedings pending or, to the knowledge of the Class B Shareholder, threatened, against the Class B Shareholder, at Law or in equity, or before any Governmental Authority, that would reasonably be expected to, individually or in the aggregate, prevent or materially impair or materially delay the consummation of the Reclassification Transaction and the other transactions contemplated by this Agreement.
The Class B Shareholder and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement related to the Reclassification Transaction and any amendments or supplements thereto (which comments the Company will consider in good faith) before the filing thereof with the SEC.
These transactions are referred to as "System Reclassification Transactions." When submitting a System Reclassification Transaction generated by a transponder issued by a Party other than OTA, ▇▇▇ agrees to identify the System Reclassification Transaction to the other Party.
The Board has received the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., financial advisor to the Board, to the effect that, based upon and subject to the assumptions, limitations, qualifications and other matters considered in connection with the preparation of such opinion, as of the date of such opinion, the Exchange Ratio provided for in the Reclassification Transaction pursuant to this Agreement was fair, from a financial point of view, to the Company.
No Governmental Order issued by any court of competent jurisdiction or other Governmental Authority or other restraint or prohibition under Law (whether temporary, preliminary or permanent) preventing, prohibiting or enjoining the consummation of the Reclassification Transaction or the Proposed Amendment from becoming effective (any of the foregoing, a “Legal Restraint”) shall have been issued or come into effect.
Other than ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company is entitled to any fee or commission from the Company in connection with the consummation of the Reclassification Transaction.
The Class C Stockholders and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement related to the Reclassification Transaction and any amendments or supplements thereto (which comments the Company will consider in good faith) before the filing thereof with the SEC.
The Parties hereto shall cooperate in good faith and use reasonable best efforts to consummate a reclassification of the outstanding Equity Securities of SRE (the “Reclassification Transaction”) to facilitate the transactions contemplated by this Agreement as promptly as possible (and in any event prior to the Closing of the first Exchange) and use reasonable best efforts to obtain all necessary consents, approvals and authorizations of all third Persons in connection with the Reclassification Transaction.