Permitted Business Combination definition

Permitted Business Combination means a Business Combination described in Paragraph 1(b)(i) or 1(b)(ii) above; and

Permitted Business Combination means any Business Combination which is either (i) consummated substantially simultaneously with or subsequently to (A) a dividend or other distribution to RJRN's stockholders of all or substantially all of RJRN's remaining equity interest in Nabisco or (B) another transaction with respect to RJRN's investment in Nabisco which would provide substantially equivalent value to RJRN's stockholders or (ii) approved by the holders of a majority of the outstanding Shares not then beneficially owned by the BGL

Permitted Business Combination means any Business Combination which is either (i) consummated substantially simultaneously with or subsequently to (A) a dividend or other distribution to RJRN's stockholders of all or substantially all of RJRN's remaining equity interest in Nabisco or (B) another transaction with respect to RJRN's investment in Nabisco which would provide substantially equivalent value to RJRN's stockholders or (ii) approved by the holders of a majority of the outstanding Shares not then beneficially owned by the BGL Group or by New Valley and its affiliates (the "New Valley Group").

Examples of Permitted Business Combination in a sentence

• The Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Permitted Business Combination (as defined below), then in connection with such proposed Permitted Business Combination, the Purchaser shall vote any Class B Shares and Class A Shares owned by it in favor of any proposed Permitted Business Combination.

• Issuer shall provide, as reasonably practicable, Holder notice of the proposed time of effectiveness of a Substantial Financing or Permitted Business Combination within a reasonable time prior to any such proposed effectiveness.

• If the Purchaser fails to vote any Class B Shares or Class A Shares it is required to vote hereunder in favor of a Proposed Permitted Business Combination, the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.

• All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether or not so expressed; provided, that Issuer shall not be permitted to assign or delegate its rights or obligations under this Agreement, the Securities or any notes issued in exchange for any Securities, other than pursuant to the Permitted Business Combination.

• From time to time, but prior to the earlier of (i) 12 months from the Initial Closing Date and (ii) effectiveness of the Permitted Business Combination, at Issuer’s request by written notice to Purchaser that Purchaser purchase one or more Additional Notes in an aggregate amount of up to an additional $13,000,000, Purchaser may purchase, at its discretion, Additional Notes in an aggregate amount of up to an additional $13,000,000.

More Definitions of Permitted Business Combination

Permitted Business Combination means a Business Combination that meets all of the requirements of Section 8.11 hereof.

Permitted Business Combination means any Business Combination which is either (i) consummated substantially simultaneously with or subsequently to

Permitted Business Combination means a merger of Issuer into Easyknit Holdings Enterprises Holdings Limited, a Bermuda incorporated company and listed on the Stock Exchange of Hong Kong Limited.

Permitted Business Combination means (x) a tender or exchange offer by Universal or an Affiliate for all Parent Common Shares that is accepted by a majority of the Company's Public Stockholders or (y) a merger (other than a merger following a tender or exchange offer complying with (x) above) involving the Company and Universal or any Affiliate thereof or successor thereto that is approved, in addition to any vote required by law, by a majority of the Company's Public Stockholders so long as, in the case of (x) and (y) above, a committee of HSNi directors (excluding any Persons who are Satisfactory Nominees and Liberty Directors pursuant to the terms of this Agreement, as it may be amended, modified or waived from time to time, and any other directors who have a conflict of interest) determines that the tender offer, exchange offer or merger, as the case may be, is fair to the Company's stockholders (other than Universal and its Affiliates). SECTION 4.19. "Permitted Investment Percentage" shall have the meaning set forth in the preambles to this Agreement. SECTION 4.20. "Permitted Transferee" shall mean Liberty or Mr. Xxxxxx xxx the members of their respective Stockholder Groups. SECTION 4.21. "Person" shall mean any individual, partnership, joint venture, corporation, trust, unincorporated organization, government or department or agency of a government. SECTION 4.22. "Public Stockholder" shall mean any stockholder of the Company that, together with its Affiliates (a) has sole or shared voting power with respect to Voting Securities representing no more than 10% of the voting power on the applicable vote or (b) has sole or shared power to dispose of Equity Securities representing no more than 10% of the Equity Securities to be tendered or exchanged in any applicable tender or exchange offer, as the case may be. SECTION 4.23. "Right of First Refusal" shall mean the right of the Company (or its designee) to purchase Equity Securities Beneficially Owned by Universal under the circumstances and upon the terms described below and in Section 1.02(b) of this Agreement. In the event that Universal desires to sell Equity Securities Beneficially Owned by it to which the Right of First Refusal applies and it has received a bona fide offer from a third party to purchase such Equity Securities, Universal shall provide the Company with written notice (the "Sales Notice") of the terms of such third party offer (including price, conditions, the identity of such third party and the written contract pro...

Permitted Business Combination has the meaning set forth in Section 13.1(b)(iv).

Permitted Business Combination has the meaning set forth in Section 4.9(b)(ii). “Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity including any Governmental Entity. “Personal Data” means any information that relates to an identified or identifiable individual, or that may be used to identify an individual, including name, street address, telephone number, email address, photograph, social security number, driver’s license number or data collected through an automated license plate recognition system, passport number, financial account information, username and password combinations or customer or account number. “Post-Closing Covenants” has the meaning set forth in Section 6.1(b)(iii). “Post-Closing Covenant Expiration Date” has the meaning set forth in Section 6.1(b)(iii). “Post-Closing Statement” has the meaning set forth in Section 1.7(a). “Pre-Closing Covenants” has the meaning set forth in Section 6.1(b)(iii). “Pre-Closing Covenant Expiration Date” has the meaning set forth in Section 6.1(b)(iii). “Pre-Closing Period” has the meaning set forth in Section 4.1. “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date including the portion of any Straddle Period ending on the Closing Date.

Permitted Business Combination means any merger or consolidation of the Company with any other person in the gift, floral or sentiment industry (or any other similar business combination transaction with any such person), provided that XxXxxx (i) is the chief executive officer of the surviving or resulting person in or as a result of such merger, consolidation or other business combination and (ii) either (A) has the contractual right, directly or indirectly, to designate to serve on the Board of Directors of such surviving or resulting person more directors than any other beneficial owner of the common stock of such surviving or resulting person (it being understood that if no other beneficial owner has any such right, XxXxxx must have the right, directly or indirectly, to designate at least one director to serve on the Board of Directors of such surviving or resulting person) or (B) beneficially owns a majority of the voting securities of such surviving or resulting person entitled to vote in the election of directors.