Reverse Merger Transaction definition

Reverse Merger Transaction means a merger, reverse merger, acquisition, consolidation, business combination or similar transaction between the Company or one of its subsidiaries or Affiliates and a special purpose acquisition company or other entity whose securities are publicly listed on the Principal Market, following which transaction (i) the shares of the special purpose acquisition company or other entity, the Company, or one of the Company’s subsidiaries or Affiliates are publicly listed on the Principal Market, or (ii) the applicable publicly listed person holds, owns or has the right to acquire, directly or indirectly, all or substantially all of the assets of the Company (and/or any of its subsidiaries or Affiliates), as determined on a consolidated basis prior to the consummation of the applicable transaction.

Reverse Merger Transaction means a reverse merger or similar transaction between the Company and a special purpose acquisition company whose securities are publicly listed on the Principal Market.

Reverse Merger Transaction means the completion by Borrower of a reverse merger by Borrower into an existing public entity, with such public entity as the surviving entity, and private placement of equity in a public entity of the post-merger public entity’s common stock, provided that such existing public entity is not an operating company or the direct or indirect subsidiary of an operating company prior to the consummation of such reverse merger, and such existing public entity after the consummation of such reverse merger is not Controlled (either directly or indirectly) by a single Person or a group of Persons (as determined under the Securities Act of 1934) other than a single Person or a group of Persons that Controlled Borrower prior to the consummation of such reverse merger.

Examples of Reverse Merger Transaction in a sentence

• In the event of a Reverse Merger Transaction, this Agreement shall be automatically assigned to the Successor Company, and the Parties agree that the terms of this Agreement shall be construed to give effect to such assignment.

• In the event of a Reverse Merger Transaction, the Company’s rights and obligations under this Agreement shall be automatically assigned to the Successor Company, and the Parties agree that the terms of this Agreement shall be construed to give effect to such assignment.

• In connection with any IPO or Reverse Merger Transaction, Parent shall comply with all obligations and requirements to maintain the listing of Parent Common Stock on a National Securities Exchange for the duration of one hundred and eighty (180) days after the expiration of the period of restrictions on Transfer (as defined in the Option Agreement).

• The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Majority Lenders, other than in connection with a Reverse Merger Transaction.

• Notwithstanding the foregoing, or any other provision of the Share Purchase Agreement or this Option Agreement to the contrary, the final terms and conditions of any Reverse Merger Transaction or Sale of Control Transaction proposed to be entered into by the Company on or before the Closing Date shall be subject to the prior approval and consent of the Shareholders’ Representative.

More Definitions of Reverse Merger Transaction

Reverse Merger Transaction means a merger, reverse merger, acquisition, consolidation, business combination or similar transaction between the Company or one of its subsidiaries or Affiliates and a special purpose acquisition company or other entity whose securities are publicly listed on the Principal Market, following which transaction (i) the shares of the special purpose acquisition company or other entity, the Company, or one of the Company’s subsidiaries or Affiliates are publicly listed on the Principal Market, or (ii) the applicable publicly listed person holds, owns or has the right to acquire, directly or indirectly, all or substantially all of the assets of the Company (and/or any of its subsidiaries or Affiliates), as determined on a consolidated basis prior to the consummation of the applicable transaction. For the avoidance of doubt, the Merger contemplated by the Merger Agreement shall constitute a Reverse Merger Transaction.

Reverse Merger Transaction means the transaction whereby the Company (f.k.a. Infinity Oil & Gas Company) issued a certain number of shares of Common Stock in exchange for 100% of the ownership interest of Ignyta Operating, Inc. Upon completion of the Reverse Merger Transaction, Ignyta Operating, Inc. became a direct wholly-owned Subsidiary of the Company.

Reverse Merger Transaction means the merger transaction contemplated by that certain Term Sheet executed on November 12, 2021, a copy of which is included in the Data Room.

Reverse Merger Transaction means the transaction whereby the Company will issue a certain number of shares of Common Stock in exchange for 100% of the ownership interest of MetaStat. Upon completion of the Reverse Merger Transaction, MetaStat will be the direct wholly owned subsidiary of the Company.

Reverse Merger Transaction means the merger of Borrower with and into a public company (or similar transaction) on terms and conditions and pursuant to arrangements satisfactory in all respects to, and that have been approved by, Agent. The inclusion of this definition does not constitute consent of Agent or any Lender to the Reverse Merger or any other transaction otherwise prohibited by this Agreement.”

Reverse Merger Transaction means a reverse merger or similar transaction between the Company and a special purpose acquisition company or other entity whose securities are publicly listed on the Principal Market, including without limitation, that certain merger of the Company contemplated pursuant to the Merger Agreement

Reverse Merger Transaction means a merger, reverse merger, acquisition, consolidation, business combination or similar transaction between the Company or one of its subsidiaries or Affiliates and a special purpose acquisition company or other entity whose securities are publicly listed on the Principal Market, following which transaction (i) the shares of the special purpose acquisition company or other entity, the Company, or one of the Company’s subsidiaries or Affiliates are publicly listed on the Principal Market, or