Second Stage Transaction definition

Second Stage Transaction has the meaning set forth in Section 4.1;
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Second Stage Transaction means any statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions pursuant to which the Offeror or an affiliate of the Offeror acquires the balance of the outstanding Common Shares not tendered to the Offer by Shareholders.
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Examples of Second Stage Transaction in a sentence

  • On February 22, 2016, COS mailed a circular to its shareholders asking the shareholders to approve a transaction (the "Second Stage Transaction"), whereby Suncor would acquire all of the remaining shares of COS that it does not currently own.

  • If permitted by applicable law, subsequent to the completion of the Offer and a Compulsory Acquisition or any Second Stage Transaction, if necessary, the Offeror intends to delist the Common Shares from the TSX and NASDAQ and cause Zi to cease to be a reporting issuer under the securities laws of each province of Canada in which it is a reporting issuer.

  • If permitted by law, subsequent to the completion of the Offer and any Compulsory Acquisition or Second Stage Transaction, the Offeror intends to cause Zi to cease to be a reporting issuer under the securities laws of each province of Canada and to cease to have public reporting obligations in any other jurisdiction where it currently has such obligations.

  • Second Stage Transaction If the Offeror takes up and pays for Deposited Shares under the Offer and a Compulsory Acquisition described above is not available for any reason or the Offeror determines not to exercise such right, the Offeror will take such other action as is necessary to acquire any Common Shares not tendered to the Offer, including causing a special meeting of Shareholders to be called to consider a Second Stage Transaction.

  • Accordingly, the Offeror reserves the right not to propose a Compulsory Acquisition or Second Stage Transaction, or to propose a Second Stage Transaction on terms other than as described in the Circular.

  • Shortly after the completion of the Second Stage Transaction, which is expected to be completed on or about March 21, 2016, Mr. Benson and Ms. McCaw will resign from the COS Board.

  • The Corporation covenants and agrees with Acquiror that it will assist and cooperate with Acquiror in its application to have the Shares delisted from the Exchange following the Offer, in the event Acquiror takes up and pays for all outstanding Shares, validly tendered (and not properly withdrawn), pursuant to the Offer, or in the event less than all outstanding Shares are validly tendered, following the completion of the Second Stage Transaction.

  • Public Disclosure by Zi After the purchase of the Common Shares under the Offer and any Compulsory Acquisition or Second Stage Transaction, Zi may cease to be subject to the public reporting and proxy solicitation requirements of the ABCA and the securities laws of certain provinces of Canada and such other jurisdictions where Zi has similar obligations.

  • If the Offer is successful, the Offeror’s current intention is to acquire the Common Shares of any Shareholders who have not accepted the Offer pursuant to a Compulsory Acquisition or Second Stage Transaction.

  • The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by ICP's Board of Directors, and no other corporate proceedings on the part of ICP are necessary to authorize this Agreement and the transactions contemplated hereby (except for obtaining shareholder approval in respect of any Second Stage Transaction).

Related to Second Stage Transaction

  • Package Transaction means a transaction involving two or more instruments:

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Public-finance transaction means a secured transaction in connection with which:

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.