Reverse Acquisition definition

Reverse Acquisition means the acquisition of the Corporation by the shareholders of Martello Technologies Corporation, as more fully described in the Corporation’s filing statement dated June 29, 2018, available on SEDAR.
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Reverse Acquisition means takeover/merger/division where the entity that issues securities (the legal acquirer) is identified as the acquiree for accounting purposes as set out in paragraph B19 of IFRS 3 Business Combinations as endorsed by the EU;
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Reverse Acquisition means the acquisition of a new business venture or entity by the Company, the result of which would be to transfer control of the Company to the Persons who own or control the new business venture or entity, or to Persons designated by such Persons.
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Examples of Reverse Acquisition in a sentence

  • Actual results could differ from those estimates.F-17 Table of Contents 1.4 Reverse Acquisition Accounting In accordance with “reverse acquisition” accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Acquisition will be replaced with the historical financial statements of SL Group Holdings, Limited (“SL Group”), in all future filings with the SEC.

  • Prior to the Reverse Acquisition (discussed below), Berry did not have any significant assets or operations.

  • Both Kingold and Vogue-Show have duly executed and delivered the VIE Agreements, as attached to the Reverse Acquisition Agreement, to which it is a party and all necessary corporate actions to authorize the execution, delivery and performance of such documents have been taken.

  • At the time of the Reverse Acquisition, Berry was not engaged in any active business.Our mission is to benefit patients and create shareholder value by rapidly developing and commercializing anti-cancer therapies in orphan cancer indications where patients have failed or are unlikely to respond to modern therapy.

  • The closing of this transaction (the “Closing”) shall occur simultaneously with the Reverse Acquisition on December ____, 2009 (the “Closing Date”) at 10:00 a.m. local time at the offices of Cyruli Sxxxxx Hxxx & Zxxxxx, LLP, or such other time or location as the parties hereto shall agree, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Section 7 below, or such other date(s) as is mutually agreed to by the Company and the Investors.

  • Approval that the Board of Directors (as now constituted or as may subsequently be constituted pursuant to the Reverse Acquisition Agreement) has proposed the change of name of the corporation of record to Travel Dynamics, Inc., or any reasonable derivation of such name as determined by the Board.

  • The Company further agrees that it will not consummate the Reverse Acquisition unless the Parent no later than the closing of the Reverse Acquisition enters into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A pursuant to which the Company will assign and transfer to the Parent, and the Parent will assume, at the Effective Time, all of the obligations of the Company under the Original Agreements, as modified by this Amendment.

  • Xxxxxx Reverse Acquisition LLC 100 % Subsidiary Direct Owner Ownership Percentage RMS REO BRC, LLC Reverse Mortgage Solutions, Inc.1 100 % RMS REO CS, LLC Reverse Mortgage Solutions, Inc.2 100 % Xxxxxx Management Holding Company LLC Green Tree Credit Solutions LLC 100 % Xxxxxx Reverse Acquisition LLC Ditech Holding Corporation 100 % WIMC Real Estate Investment LLC Ditech Holding Corporation 100 % Options, Warrants, Stock Appreciation, or similar rights: None.

  • Such funds shall be used primarily to pay for reasonable legal and accounting fees and edgarizing costs relating to SEC periodic reporting obligations, obtaining a trading symbol on the OTCBB, locating a target company for a Reverse Acquisition, and negotiating the terms of and closing the Reverse Acquisition.

  • Following Closing and prior to the closing of a Reverse Acquisition, no compensation (except for reimbursement of pre-approved out-of-pocket expenses) shall be paid to or accrued by any officer or director of the Company.


More Definitions of Reverse Acquisition

Reverse Acquisition shall have the meaning ascribed to such term in Section 2.3(b)(iii).
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Reverse Acquisition has the meaning set forth in the Recitals.
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Reverse Acquisition has the meaning specified in Recital B hereof.
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Related to Reverse Acquisition

  • 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.

  • 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.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

  • Significant Acquisition means the acquisition (in one or a series of related transactions) of all or substantially all of the assets or Equity Interests of a Person or any division, line of business or business unit of a Person for an aggregate consideration in excess of $750,000,000.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

  • 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:

  • Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Limited Condition Acquisition means any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.

  • date of acquisition means the date of acquisition required for accounting purposes;

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

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

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.