Short Form Threshold definition
Examples of Short Form Threshold in a sentence
Notwithstanding anything to the contrary set forth in this Agreement, in the event that Merger Sub shall own a number of shares of Company Common Stock (including any Top-Up Option Shares) that meets or exceeds the Short Form Threshold, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time without a Company Shareholders Meeting in accordance with the applicable provisions of the TBCA.
Notwithstanding the foregoing, Merger Subsidiary shall, if requested by the Company, provide for a subsequent offering period (and one or more extensions thereof) (“Subsequent Offering Period”) of up to 20 Business Days, in accordance with Rule 14d-11 of the 1934 Act, if, at the commencement of the Subsequent Offering Period, (x) the Short Form Threshold has not been reached and (y) the Top-Up Option is not exercisable hereunder in accordance with its terms.
If the Short Form Threshold has not been reached, then as promptly as practicable after (and in any event within ten (10) Business Days following) the Acceptance Time, the Company shall prepare and file with the SEC the Proxy Statement.
The Company shall make available to Parent and Merger Subsidiary all information reasonably requested by them to enable them to calculate the number of Shares required for Parent and Merger Subsidiary to reach the Short Form Threshold.
In the event that Purchaser shall acquire sufficient Shares to meet the Short Form Threshold, whether pursuant to the Offer or otherwise, the parties hereto agree, subject to the terms and conditions hereof, to take all necessary and appropriate action to cause the Merger to become effective without a meeting of the Company’s shareholders as soon as practicable after Purchaser meets the Short Form Threshold, in accordance with Section 11.05 of the MBCA.
In the event that Buyer or Merger Sub or any other Subsidiary of Buyer does not acquire a percentage of the issued and outstanding Capital Stock equal to the Short Form Threshold pursuant to the Initial Stock Sale or otherwise, then Buyer or Merger Sub or such other Subsidiary of Buyer, as applicable, shall deliver a consent to the adoption of the Merger pursuant to Section 228 of the DGCL as soon as is reasonably practicable after the Stock Sale Closing Time.
Notwithstanding anything to the contrary set forth in this Agreement, in the event that Merger Sub shall own a number of shares of Company Common Stock that meets or exceeds the Short Form Threshold, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time without a Company Shareholders Meeting in accordance with the applicable provisions of the TBCA.
Notwithstanding Section 2.6, in the event that Purchaser shall hold at least 90% of the outstanding shares of Company Common Stock pursuant to the Offer or otherwise (the “Short Form Threshold”), subject to the terms and conditions hereof, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after Purchaser obtains the Short Form Threshold without a meeting of stockholders of Company, in accordance with Section 253 of the DGCL.
Pursuant to the terms of the Merger Agreement, the Top-Up Option is exercisable only after the Acceptance Date and only if Adobe and its affiliates would hold at least 90% of the outstanding Shares following the exercise of the Top-Up Option and issuance of Shares pursuant thereto (the "Short Form Threshold").