Take-Private Transaction definition

Take-Private Transaction means any acquisition transaction pursuant to which the Ordinary Shares would be delisted from the NASDAQ and deregistered under the Exchange Act.

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Take-Private Transaction means any transaction or event in which the Common Shares of Borrower (or replacement equity interest in any surviving entity, acquirer successor, or transferee, as applicable (or the parent entity thereof)) are no longer listed on Nasdaq or any other national securities exchange.

Take-Private Transaction by any Person or group of Persons means (i) the acquisition by such Person or group of Persons, acting together, of all or substantially of the issued and outstanding Class A Shares (other than Class A Shares then held, directly or indirectly, by such Person or group of Persons or their Affiliates), or (ii) any sale of securities, merger, consolidation, reorganization, recapitalization or other transaction to which such Person or group of Persons or their Affiliates is a party, as a result of which the Class A Shares cease to be listed on the a National Securities Exchange or automated or electronic quotation system on which such securities were listed, provided, that notwithstanding the foregoing, any event that constitutes a Change of Control shall not constitute a “Take-Private Transaction.”

Examples of Take-Private Transaction in a sentence

Each Party agrees, confirms and undertakes that promptly upon the signing of this Agreement and in any event within the time required by applicable law, such Party shall file a 13D to announce this Transaction and the Parties’ intention to form a consortium to consummate the Take-Private Transaction.
The Purchaser agrees that it shall not, and shall cause its affiliates and any consortium of which it or any of its affiliates is a member not to, enter into any definitive agreement with the Issuer in connection with any Take-Private Transaction in which the Take-Private Per Share Consideration is below the Per Share Consideration, nor consummate any such Take-Private Per Share Consideration.
Notwithstanding anything to the contrary in this Agreement, the Borrower’s obligations under Section 4, and any related obligations of the Borrower under Section 7, will terminate (and, for the avoidance of doubt, the Borrower will thereafter have no obligation to effect any Demand Underwritten Offering) upon the earlier of (i) a Take-Private Transaction and (ii) the first date on which no Registrable Securities are outstanding.
In addition, after consummation of a Take-Private Transaction, Buyer will not (i) enter into any agreement that would cause a change in control transaction or sale of a majority or more of the Class A common stock of the Company or (ii) make any distributions to its equity owners other than tax distributions until such time that the unpaid principal and any accrued and unpaid interest under the Promissory Note has been paid off.
This Agreement may be terminated by either party by giving prior written notice to the other party specifying the date of such termination, which termination shall take effect not sooner than sixty (60) days after the date of delivery or mailing of notice (180 days in the case of termination by the Custodian) or such shorter period as is mutually agreed upon by the parties.

More Definitions of Take-Private Transaction

Take-Private Transaction means the acquisition, through a to-be-formed affiliated entity controlled by IRG Canton Village Member, LLC (“Buyer”), of all of the outstanding shares of common stock, par value $0.0001 per share, of HOFREC that are not held by Buyer, its affiliated entities and any potential co-investors in Buyer or its affiliates.

Take-Private Transaction means any transaction or series of related transactions (including, without limitation, any merger or other extraordinary transaction involving the Company) resulting in the delisting of Shares from the Nasdaq Stock Market or the Shares becoming eligible for termination of registration pursuant to Section 12(g) of the Securities Exchange Act of 1934.

Take-Private Transaction means a transaction (i) facilitated or arranged by the BIP Funds or any of their Affiliates and (ii) pursuant to which (or as a result of which) the Class A Shares are or will no longer be registered under the Exchange Act.

Take-Private Transaction has the meaning set forth in Section 12(a).

Take-Private Transaction means the transactions occurring in connection with the effectiveness of the Prepackaged Plan pursuant to which (a) the Borrower shall emerge from the Chapter 11 Cases as a private corporation as of the Closing Date, (b) the Borrower shall not be voluntarily subjected to any reporting requirements promulgated by the SEC, and (c) the New Common Interests (including the Tranche C Commitment Equity) issued in connection therewith shall not be listed on a recognized U.S. or any foreign stock exchange.

Take-Private Transaction means the Current Take Private Transaction or any Other Take Private Transaction, as the case may be.

Take-Private Transaction means the Current Take Private Transaction or any Other Take Private Transaction, as the case may