Company Acquiror definition

Company Acquiror means the person or Group (i) to whom the ---------------- Company's assets are transferred as described in clause (i) of the definition of Acquisition Transaction or (ii) that would beneficially own 50% or more of the voting power or voting stock of the Company as described in clause (ii) of such definition.
Company Acquiror means the person or Group (i) to whom the Company's assets are transferred as described in clause (i) of the definition of Acquisition Transaction or (ii) that beneficially owns 50% or more of the voting power or voting stock of the Company as described in clause (ii) of such definition. "WARRANT VALUE" shall mean the value of this Warrant calculated as if the Holder had exercised this Warrant at such time pursuant to Section 1(b) hereof.
Company Acquiror shall have the meaning specified in Section 6(b) of the Warrant.

Examples of Company Acquiror in a sentence

  • All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Acquiror, or their respective auditors.

  • The Company, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”).

  • Mid-State Bancshares (the "Company"), Acquiror and Chardonnay Merger Sub Corp.

  • Such counsel shall be entitled to rely upon representation letters from each of the Company, Acquiror and others, in each case, in form and substance reasonably satisfactory to such counsel.

  • None of the assets of the Company constitutes property that the Company, Acquiror, or any Affiliate of Acquiror, will be required to treat as being owned by another person pursuant to the "Safe Harbor Lease" provisions of Section 168(f)(8) of the Internal Revenue Code prior to repeal by the Tax Equity and Fiscal Responsibility Act of 1982.

  • The Company, Acquiror and Acquiror Sub shall furnish to each other all information reasonably required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

  • None of the assets of Acquiror constitute property that the Company, Acquiror, or any Affiliate of Acquiror, will be required to treat as being owned by another person pursuant to the "Safe Harbor Lease" provisions of Section 168(f)(8) of the Internal Revenue Code prior to repeal by the Tax Equity and Fiscal Responsibility Act of 1982.

  • If requested by the Company, Acquiror will, and will use its reasonable best efforts to cause its Representatives to, during the Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Acquiror Change in Recommendation.

  • Effective as of 8:00 a.m. EST on the day following the Distribution Date, Industrial Company, Acquiror, Acquiror Sub A1, and Acquiror Parent will consummate the merger of Acquiror Sub A1 into Tenneco (the "Merger").

  • This Agreement may be amended, modified or supplemented at any time by the written approval of such amendment, modification or supplement by the Company, Acquiror and all of the Principal Stockholders.


More Definitions of Company Acquiror

Company Acquiror means the Company or other entity, as applicable, surviving the Acquisition Transaction. "Warrant Value" shall mean the lesser of (i) the Maximum Security Return and (ii) the fair market value of this Warrant immediately prior to the closing of the Acquisition Transaction ("Fair Market Value"), as determined by an investment banking firm of established national reputation selected by the Holder and stated in a written opinion delivered to the Company and the Holder. The fees and expenses of such investment banking firm shall be shared equally by the Company and the Holder and its determination of the Fair Market Value shall be conclusive and binding on all parties in the absence of fraud or manifest error.
Company Acquiror means the Company or other entity, as applicable, surviving the Acquisition Transaction. In the event of the consummation of any transaction or series of transactions the result of which is that any person or Group beneficially owns, directly or indirectly, 50% or more of the voting power of the voting stock of the Company (such transaction or transactions, a "Stock Acquisition"), "Warrant Value" shall mean the value of this Warrant calculated as if the Holder had exercised this Warrant at such time pursuant to Section 14(a) hereof with the Market Price equal to the per share consideration paid in the Stock Acquisition. Otherwise, "Warrant Value" shall mean the fair market value of this Warrant immediately prior to the closing of the Acquisition Transaction, as determined by an investment banking firm of established national reputation selected by the Holder and stated in a written opinion delivered to the Company and the Holder. The fees and expenses of such investment banking firm shall be shared equally by the Company and the Holder and its determination of the Warrant Value shall be conclusive and binding on all parties in the absence of fraud or manifest error.
Company Acquiror means the person or group to whom the Company's assets are transferred as described in the definition of Change of Control or (ii) the successor entity as described in clause (ii) of such definition.
Company Acquiror means a third party that acquires control of Company pursuant to a Change of Control.
Company Acquiror means any Person that acquires the Company in connection with a Change of Control (including, without limitation, a Competing Provider) and includes each Affiliate of such Person that is not controlled by the Company. For purposes of this definition, the term “controlled by” means the Company has the direct or indirect power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

Related to Company Acquiror

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) 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 fifty percent (50%) 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 fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

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

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

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving 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.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • MergerSub has the meaning set forth in the preamble hereto.

  • 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.

  • Acquiror has the meaning set forth in the Preamble.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • Public Company means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Company Law means the Companies Law (as amended) of the Cayman Islands.

  • Public-finance transaction means a secured transaction in connection with which:

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Business Combination Transaction means: