Company Acquiror definition

Company Acquiror means the person or Group (i) to whom the ---------------- Company's assets are transferred as described in clause (i) of the definition of Acquisition Transaction or (ii) that would beneficially own 50% or more of the voting power or voting stock of the Company as described in clause (ii) of such definition.
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Company Acquiror means the person or group to whom the Company's assets are transferred as described in the definition of Change of Control or (ii) the successor entity as described in clause (ii) of such definition.
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Company Acquiror means a third party that acquires control of Company pursuant to a Change of Control.
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Examples of Company Acquiror in a sentence

  • All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

  • Mid-State Bancshares (the "Company"), Acquiror and Chardonnay Merger Sub Corp.

  • None of the assets of the Company constitutes property that the Company, Acquiror, or any Affiliate of Acquiror, will be required to treat as being owned by another person pursuant to the "Safe Harbor Lease" provisions of Section 168(f)(8) of the Internal Revenue Code prior to repeal by the Tax Equity and Fiscal Responsibility Act of 1982.

  • Such counsel shall be entitled to rely upon representation letters from each of the Company, Acquiror and others, in each case, in form and substance reasonably satisfactory to such counsel.

  • None of the assets of Acquiror constitute property that the Company, Acquiror, or any Affiliate of Acquiror, will be required to treat as being owned by another person pursuant to the "Safe Harbor Lease" provisions of Section 168(f)(8) of the Internal Revenue Code prior to repeal by the Tax Equity and Fiscal Responsibility Act of 1982.

  • This Agreement may be amended, modified or supplemented at any time by the written approval of such amendment, modification or supplement by the Company, Acquiror and all of the Principal Stockholders.

  • This Agreement shall not be effective or binding upon the Stockholder until after such time as the Merger Agreement is executed and delivered by the Company, Acquiror and Merger Sub.

  • As of the date hereof, (i) Acquiror has made no independent investigation with respect to the existence of any oil, gas or other hydrocarbon deposits on or under the Real Property and (ii) except as has been disclosed to Acquiror by the Company, Acquiror has no actual knowledge of the existence of any oil, gas or other hydrocarbon deposits on or under the Real Property.

  • This Agreement may not be amended except by an instrument in writing signed by the Company, Acquiror, Merger Sub and the Stockholders' Representative.

  • Such Company Shareholder has carried on all negotiations relating to this Agreement and the transactions contemplated in this Agreement directly and without intervention on its behalf of any other party in such manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment against the Company, Acquiror or Sub.


More Definitions of Company Acquiror

Company Acquiror means any Person that acquires the Company in connection with a Change of Control (including, without limitation, a Competing Provider) and includes each Affiliate of such Person that is not controlled by the Company. For purposes of this definition, the term “controlled by” means the Company has the direct or indirect power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.
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Company Acquiror shall have the meaning specified in Section 6(b) of the Warrant.
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Company Acquiror means the Company or other entity, as applicable, surviving the Acquisition Transaction. In the event of the consummation of any transaction or series of transactions the result of which is that any person or Group beneficially owns, directly or indirectly, 50% or more of the voting power of the voting stock of the Company (such transaction or transactions, a "Stock Acquisition"), "Warrant Value" shall mean the value of this Warrant calculated as if the Holder had exercised this Warrant at such time pursuant to Section 14(a) hereof with the Market Price equal to the per share consideration paid in the Stock Acquisition. Otherwise, "Warrant Value" shall mean the fair market value of this Warrant immediately prior to the closing of the Acquisition Transaction, as determined by an investment banking firm of established national reputation selected by the Holder and stated in a written opinion delivered to the Company and the Holder. The fees and expenses of such investment banking firm shall be shared equally by the Company and the Holder and its determination of the Warrant Value shall be conclusive and binding on all parties in the absence of fraud or manifest error.
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Company Acquiror means the Company or other entity, as applicable, surviving the Acquisition Transaction. "Warrant Value" shall mean the lesser of (i) the Maximum Security Return and (ii) the fair market value of this Warrant immediately prior to the closing of the Acquisition Transaction ("Fair Market Value"), as determined by an investment banking firm of established national reputation selected by the Holder and stated in a written opinion delivered to the Company and the Holder. The fees and expenses of such investment banking firm shall be shared equally by the Company and the Holder and its determination of the Fair Market Value shall be conclusive and binding on all parties in the absence of fraud or manifest error.
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Related to Company Acquiror

  • Company Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which 50 the stockholders of the Company immediately preceding such transaction hold less than 65% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 35% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 35% of the voting power of the then outstanding shares of capital stock of the Company.

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Business Transaction means any merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination involving the Company.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • MergerSub has the meaning set forth in the Preamble.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Acquiror has the meaning specified in the Preamble hereto.

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Public Company means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) of any other Person.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • Company Law means the Companies Law (as amended) of the Cayman Islands.

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

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

  • Business Combination Transaction means: