Common use of Minimum Condition Clause in Contracts

Minimum Condition. The number of shares of Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6) of the DGCL), together with the shares of Common Stock then owned by Merger Sub, do not represent at least one share more than 50% of the then outstanding shares of Common Stock (the “Minimum Condition”).

Appears in 3 contracts

Samples: Merger Agreement (Mitel Networks Corp), Merger Agreement (ShoreTel Inc), Merger Agreement (Air Methods Corp)

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Minimum Condition. The number of shares of Common Stock Shares validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been received”, as defined by Section 251(h)(6) of the DGCL), together with the shares of Common Stock Shares then owned by Merger Sub, do does not represent at least one share more than 50% of the then outstanding shares of Common Stock Shares (the “Minimum Condition”).

Appears in 3 contracts

Samples: Merger Agreement (United Rentals, Inc.), Merger Agreement (Biotelemetry, Inc.), Merger Agreement

Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6) of the DGCL), together with the shares of Company Common Stock then owned by Merger Sub, do not represent at least one share more than 50% of the then outstanding shares of Company Common Stock (the “Minimum Condition”).

Appears in 2 contracts

Samples: Merger Agreement (Steinhoff International Holdings N.V.), Merger Agreement (Mattress Firm Holding Corp.)

Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6) of the DGCL), together with the shares of Company Common Stock then owned by Merger SubSub (other than any Rollover Shares), do not represent at least one share more than 50% of the then outstanding shares of Company Common Stock (the “Minimum Condition”).

Appears in 2 contracts

Samples: Merger Agreement (Fresh Market, Inc.), Merger Agreement (Fresh Market, Inc.)

Minimum Condition. The number of shares of Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6) of the DGCL), together with the shares of Common Stock then owned by Outerwall Merger Sub, do not represent at least one share more than 50% of the then outstanding shares of Common Stock (the “Minimum Condition”).

Appears in 1 contract

Samples: Merger Agreement (Outerwall Inc)

Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6) of the DGCL), together with the shares of Company Common Stock then owned by Merger Sub, do not shall represent at least one share more than 50% of the then outstanding shares of Company Common Stock (the “Minimum Condition”).;

Appears in 1 contract

Samples: Merger Agreement (PhenomeX Inc.)

Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository”, as such terms are defined by Section 251(h)(6) of the DGCL), together with the shares of Company Common Stock then owned by Merger SubSub and its affiliates, do not represent at least one share more than 50% of the then outstanding shares of Company Common Stock (the “Minimum Condition”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barnes & Noble Inc)

Minimum Condition. The number of shares of Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, ” by the “depository,” as such terms are defined by Section 251(h)(6) of the DGCL), together with the any shares of Common Stock then otherwise owned by Merger SubSub or its Affiliates, do not represent at least one share more than 50% of the then outstanding shares of Common Stock (the “Minimum Condition”).

Appears in 1 contract

Samples: Merger Agreement (Papa Murphy's Holdings, Inc.)

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Minimum Condition. The number of shares of Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, ” by the “depository,” as such terms are defined by Section 251(h)(6302A.613(4)(b) of the DGCLMBCA), together with the any shares of Common Stock then otherwise owned by Merger SubSub or its Affiliates, do not represent at least one share more than 50% of the then issued and outstanding shares of Common Stock (the “Minimum Condition”).

Appears in 1 contract

Samples: Merger Agreement (Qumu Corp)

Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as defined by Section 251(h)(6) of the DGCL), together with the shares of Company Common Stock then owned by Parent or Merger Sub, do not represent at least one share more than 50% of the then outstanding shares of Company Common Stock (the “Minimum Condition”).

Appears in 1 contract

Samples: Merger Agreement (MyoKardia, Inc.)

Minimum Condition. The number of shares of Company Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been received”, as defined by Section 251(h)(6) of the DGCL), together with the shares of Company Common Stock then owned by Merger Sub, do does not represent at least one share more than 50% of the then outstanding shares of Company Common Stock (the “Minimum Condition”).

Appears in 1 contract

Samples: Merger Agreement (Spectranetics Corp)

Minimum Condition. The number of shares of Common Stock validly tendered (and not properly withdrawn) prior to the expiration Expiration Time of the Offer (but excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as such terms are defined by Section 251(h)(6251(h) of the DGCL), together with the shares of Common Stock Stock, if any, then owned by Parent, Merger Sub, do not Sub or any of their Affiliates represent at least one share more than 50% a majority of the then outstanding shares of Common Stock outstanding as of the consummation of the Offer at the Expiration Time (the “Minimum Condition”).

Appears in 1 contract

Samples: Merger Agreement (CDK Global, Inc.)

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