Going Private. Transactions. Rule 13e-3 under the Exchange Act is applicable to certain “going private” transactions and may under certain circumstances be applicable to the Merger. However, Rule 13e-3 will be inapplicable if (a) the Shares are deregistered under the Exchange Act prior to the Merger or another business combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. Neither Parent nor Purchaser believes that Rule 13e-3 will be applicable to the Merger.
Going Private shall include any transaction that results in the occurrence of any of the following events: (i) the Company’s common stock is no longer listed on any national securities exchange or quoted on the Nasdaq National Market or other securities quotation system; (ii) the Company is no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act; or (iii) the Company becomes subject to Rule 13e-3 under the Exchange Act.
Going Private. Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions. The Purchaser does not believe that Rule 13e-3 will be applicable to the Offer or the Merger. Rule 13e-3 would be inapplicable to the Offer and the Merger if (a) the Shares are deregistered under the Exchange Act prior to the Merger or other business combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. If applicable, Rule 13e-3 would require, among other things, that certain financial information concerning the fairness of the proposed transaction and the consideration offered to minority stockholders in such transaction be filed with the SEC and disclosed to stockholders prior to the consummation of the transaction.
Examples of Going Private in a sentence
Going private transactions are normally completed via management buy-outs, tender offers and acqui- sitions by financial institutions (see Borden and Yunis, 2007).
Going private — The transformation of a public corporation into a privately-held firm (often via a leveraged buyout or a management buyout).
Going private transactions facilitated the reduction in excess capacity that ‘complacent corporate America’ was unable to solve itself (Jensen (1991)).
Going private transactions, bondholder returns, and wealth transfer effects.
Going private, to a certain extent, means taking the burden away from the public sector, cutting down on expenses, improving management and staff professionalism, and allows one to implement a demand-driven extension service, based on farmer or community prior- ities.It is estimated that currently there are more than 200 NGOs involved in various types of agricultural extension programmes, either as a major activity in itself, or as part of integrated rural development programmes.
More Definitions of Going Private
Going Private means that the Company will no longer be a publicly traded company. We anticipate that upon consummation of the tender offer and “short form” merger, the Company’s common stock will be delisted from trading on the Nasdaq Stock Market and deregistered with the SEC.
Going Private means the process through which Party B shall take the Target Company private and have the Target Company delisted from NYSE by means of a long form merger.
Going Private means the process through which the Seller shall take the Target Company private and have the Target Company delisted from NYSE by means of the Long Form Merger, pursuant to which, the Target Company shall survive, the Golden Meditech Shares owned by the Seller shall be cancelled in exchange for the Golden Meditech Rollover Shares, and the Seller shall pay the owners of the Target Company Minority Interest cash consideration in consideration of the cancellation of the Target Company Minority Interest and at the same time receive certain equity interest to be newly issued by the Target Company of an amount equal to the Target Company Minority Interest, upon consummation of which, the Seller will own 100% of the equity interest in the Target Company.
Going Private means that we will no longer be a public reporting company under the federal securities laws. Registration of our stock under the Exchange Act will be terminated, which means our common stock will not be eligible for trading over the OTC Bulletin Board.
Going Private means all or most of the stock of a publicly listed company in the US is bought out and ends up in private hands. The stock may be bought out by private equity firms, by the major shareholders or management of the company, or by affiliates of the company. A listed company, if held by less than 300 shareholders of record – or 500 shareholders of record if the company does not have significant assets – can deregister its equity securities from the US Securities and Exchange Com- mission (SEC) and will from then not be subject to the periodic reporting requirements of the US securities laws.
Going Private. Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which Table of Contents Purchaser seeks to acquire the remaining Shares not held by it. Purchaser believes that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger will be effected within one year following the consummation of the Offer and, in the Merger, stockholders will receive the same Offer Price as that paid in the Offer.
Going Private. Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions. The Purchaser does not believe that Rule 13e-3 will be applicable to the Merger. Rule 13e-3 would be inapplicable to the Merger if (a) the Shares are deregistered under the Exchange Act prior to the Merger or other business combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the proposed transaction and the consideration offered 37 Table of Contents to minority stockholders in such transaction be filed with the SEC and disclosed to stockholders prior to the consummation of the transaction.