Going Private. The Company's stockholders approve a definitive agreement providing for a transaction in which the Company will cease to be an independent publicly-owned corporation.
Going Private. In the event the Company completes a transaction that results in the Company “Going Private,” as defined below, Executive may elect to resign his position after giving 30 days’ written notice to the Company, at which time Executive shall receive the separation benefits outlined in Section 5(B) of this Agreement. In order to receive the benefits described in this paragraph, Executive must give his resignation notice to the Company within 60 days following the completion of the Going Private transaction. For the purposes of this Agreement, the term “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. Until the earlier of (a) two years after the Landmark Parties and any of their Affiliates own 51% of the Common Stock of the Company (measured on an as-converted basis) or (b) July 30, 2005, the Landmark Parties will not initiate or propose a transaction or series of transactions to make the Company a privately-held company or to acquire more than 20% of the Common Stock (including securities convertible or exchangeable into such Common Stock), calculated on a fully-diluted basis, except in a transaction or series of transactions which has been approved by holders of a majority of the Common Stock, calculated on a fully-diluted basis, not then held by the Landmark Parties or any Affiliate; provided, however, that the above restriction shall not apply to purchases made from any of the Initial Investors, Lend Lease International Pty. Limited or any of the transactions contemplated by the Purchase Agreement or the Transaction Documents (as defined under the Purchase Agreement), including, without limitation, adjustments made in connection with anti-dilution protections, the issuance, conversion or exercise of any of the securities acquired pursuant to the Purchase Agreement or any of the Transaction Documents, the issuance of securities made in respect of anti-dilution protections, and the exercise of any right of first offer or preemptive right.
Going Private. When the Shares are de-listed from the Relevant Exchange or any third party controls more than 90% of the outstanding share capital or voting rights of the Guarantor and provided that no Change of Control has occurred, each Bondholder shall have the right to request the Issuer to repay the Bonds owned by such Bondholder at the higher of (i) their Accreted Principal Amount (together with unpaid accrued interest) or (ii) the average closing bid of the Bonds for a period of 10 Trading Days prior to the date at which such request for repayment is received by the Issuer.
Going Private. Completion of the conversion of the Company into a private company in accordance with Israeli corporate law, by way of cashing out all of the outstanding shares of the Company other than shares held by the Undertaking Shareholders (the “Privatization”). Under the NPA, the Company is required to complete the Privatization by no later than October 1, 2019. The Company is examining the options available to it to effect the Privatization. In addition, the Investor may elect to convert the Note following the fulfillment of the Deregistration Condition and upon satisfaction of certain notice requirements. The Note is not convertible into Conversion Shares until all applicable conditions to conversion are satisfied, or until the occurrence of the Maturity Date. Unless converted earlier all unpaid principal, together with any then unpaid and accrued interest, shall be due and payable on the Maturity Date, or upon the occurrence of an event of default as provided in the Note. As security for the Company’s repayment obligations under the Note, the Company will, as a condition to the issuance of the Note, grant to the Investor on or prior to the Closing Date (i) a first ranking fixed pledge and charge over the shares in the capital of the Company's wholly owned subsidiary Eviation Tech Ltd. (the “Israel Sub”), (ii) a first ranking fixed pledge and charge over certain assets held by Israel Sub (including all of the intellectual property of Israel Sub) and (iii) a floating charge over all of the assets of Israel Sub (collectively, the “Charges”). As an inducement to the Investor to enter the NPA and as a condition to the issuance of the Note, each of the Undertaking Shareholders will enter into a Shareholders’ Undertaking in favor of the Investor on or prior to the Closing Date, which provides the Investor with indemnification and a first ranking fixed pledge and charge over the Company shares held by each of the Undertaking Shareholders (each, a “Shareholder Charge,” and collectively, the “Shareholder Charges”). The Charges will be released and the Note will be surrendered upon repayment by the Company of all outstanding amounts under the Note, including by way of conversion of the Note into the Conversion Shares. Certain Shareholder Charges will be released upon the completion of the court-approved Privatization and the conversion of the Note into the Conversion Shares, whilst the remaining Shareholder Charges will be released upon the earlier of (i) the expiry of th...
Going Private. (a) The Company takes note that the Bidder intends, as promptly as practicable following Settlement, to exclude and compensate any remaining minority shareholders of the Company by any legal means available, including by way of a squeeze-out in accordance with article 137 FMIA and the respective implementing ordinance or a squeeze-out merger in accordance with the Swiss Merger Act (as the case may be), and that the Shares shall be de-listed from the SIX.
(b) Following Settlement and subject to Legal Requirements, the Company shall, and shall procure that its Subsidiaries, support any such action proposed by the Bidder or the Offeror in order for the Offeror to achieve control of 100% of the Shares of the Company, to de-list the Shares from the SIX and to prepare and facilitate the combination and integration of the Target Group with and into the Bidder Group.
Going Private. The Company’s business is very likely to be more effective as a private entity in that limited management resources will be more properly focused on its business operations rather than on public reporting and related obligations and costs.
Going Private. (a) The Company acknowledges that the Bidder currently contemplates that, following the settlement of the Offer, depending on the acceptance rate, any remaining minority shareholders of the Company shall be excluded and indemnified by any legal means available, including by way of a squeeze-out in accordance with article 137 FMIA and the respective implementing ordinance or a squeeze-out merger in accordance with the Swiss Merger Act (as the case may be), and that the Shares shall be de-listed from the SIX.
(b) Without limiting the generality of Section 3.2(c), following the settlement of the Offer, the Company shall, and shall procure that its Subsidiaries will, support any such action proposed by the Bidder or the Offeror in order for the Offeror to achieve control of 100% of the Shares of the Company, to request Transaction Agreement between Liberty Global plc and Sunrise Communications Group AG 20 | 39 relief from SIX from its disclosure and publicity duties under the Listing Rules as available at the relevant time, to de-list the Shares from the SIX, and to prepare and facilitate the combination and integration of the Target Group with and into the Bidder Group.
Going Private. In the event that, following the IPO, MTVN ------------- (or a Controlled Affiliate of Viacom Inc.) engages or causes Newco to engage in a "Rule 13e-3 transaction" (as such term is defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act")) with respect to Newco, MTVN (or such Controlled -------- Affiliate of Viacom Inc.) shall offer TCI Music and its Controlled Affiliates an opportunity to continue their existing proportionate equity interest in Newco vis-a-vis MTVN (or Viacom Inc. or a Controlled Affiliate of Viacom Inc.) by participation in such Rule 13e-3 transaction with Viacom Inc. and its Controlled Affiliates after such transaction on the same basis as Viacom Inc. and its Controlled Affiliates.
