Specified Merger Related Conditions shall have the meaning ascribed thereto in Section 2.2(f).
Specified Merger Related Conditions means the conditions set forth in Sections 3.5(b), (d), (e), (f), (g) and (i).
Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Limited Conditionality Acquisition means any Acquisition that (a) is not prohibited hereunder, (b) is financed in whole or in part with a substantially concurrent incurrence of Indebtedness, and (c) is not conditioned on the availability of, or on obtaining, third-party financing.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.
Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:
Permitted Merger shall have the meaning set forth in Section 3.01.
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.
A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.
Reorganization Transactions shall have the meaning set forth in the recitals.
Change in condition means a change in physical condition of the employee as well as any change
Change in Control Transaction means the occurrence of any of the following events:
Offer Closing Date has the meaning set forth in Section 1.01(f).
Termination Transaction has the meaning set forth in Section 11.2.B hereof.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.
Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.
Business Combination Proposal has the meaning set forth in Section 5.8.
Change in Control of the Company means the occurrence of any of the following events:
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;
Company Acquisition Transaction means any transaction or series of transactions involving:
Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.