Fleetmatics definition

Fleetmatics shall have the meaning given to that term in the Preamble; “Fleetmatics Alternative Proposal”, any bona fide proposal or bona fide offer made by any person (other than a proposal or offer by Verizon or any of its Concert Parties or any person Acting in Concert with Verizon pursuant to Rule 2.5 of the Takeover Rules) for (i) the acquisition of Fleetmatics by scheme of arrangement, takeover offer or business combination transaction; (ii) the acquisition by any person of 20% or more of the assets of Fleetmatics and its Subsidiaries, taken as a whole, measured by either book value or fair market value (including equity securities of Fleetmatics’s Subsidiaries); (iii) the acquisition by any person (or the stockholders of any person) of 20% or more of the outstanding Fleetmatics Ordinary Shares; (iv) any merger, business combination, consolidation, share exchange, recapitalisation or similar transaction involving Fleetmatics as a result of which the holders of Fleetmatics Ordinary Shares immediately prior to such transaction do not, in the aggregate, own at least 80% of the outstanding voting power of the surviving or resulting entity in such transaction immediately after consummation thereof; or (v) any combination of the foregoing;
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Fleetmatics shall have the meaning given to that term in the Preamble;
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Examples of Fleetmatics in a sentence

  • Upon the exchange, the historical consolidated financial statements of Fleetmatics Group Limited became the historical consolidated financial statements of Fleetmatics Group PLC.

  • Neither Fleetmatics nor any of its Subsidiaries has received notice of cancellation or termination with respect to any material third party insurance policies or contracts (other than in connection with normal renewals of any such insurance policies or contracts) where such cancellation or termination has had or would reasonably be expected to have, individual or in the aggregate, a Fleetmatics Material Adverse Effect.

  • As soon as reasonably practicable after the Effective Time, and in any event within three (3) Business Days after the Effective Time, Bidco shall cause the Paying Agent to mail to each holder of record of a certificated or book-entry Fleetmatics Ordinary Share, entitled at the Effective Time to a right to receive the Cash Consideration pursuant to Clause 8.1(c)(i), a letter of transmittal and instructions for use in receiving the Cash Consideration.

  • Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Fleetmatics Material Adverse Effect, (i) all current, insurance policies and contracts (or replacements thereof) of Fleetmatics and its Subsidiaries are in full force and effect and are valid and enforceable and cover against the risks as are customary for companies of similar size in the same or similar lines of business and (ii) all premiums due thereunder have been paid.

  • No interest shall be paid or shall accrue for the benefit of holders of the Fleetmatics Ordinary Shares on the Cash Consideration payable in respect of the Fleetmatics Ordinary Shares.

  • Notwithstanding the foregoing provisions of this Clause 6.1(l), no representation or warranty is made by Fleetmatics with respect to information or statements made or incorporated by reference in the Proxy Statement which were supplied in writing by or on behalf of Verizon or Bidco.

  • Any holder of Fleetmatics Ordinary Shares who has not complied with this Clause 8.1(d) prior to the six-month anniversary of the Effective Time shall thereafter look only to Bidco for payment of such holder’s claim for the Cash Consideration (subject to abandoned property, escheat or other similar applicable Laws).

  • All the issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of Fleetmatics have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by Fleetmatics free and clear of all Liens, other than Fleetmatics Permitted Liens.

  • Neither Verizon nor Bidco nor Fleetmatics nor the Paying Agent nor any of their respective Affiliates, directors, officers, employees and agents shall be liable to any person in respect of any Cash Consideration (or dividends or distributions with respect thereto) from the Fleetmatics Paying Agent Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • Any portion of the Fleetmatics Paying Agent Fund which has not been transferred to the holders of Fleetmatics Ordinary Shares as of the six-month anniversary of the Effective Time shall be delivered to Bidco or its designee, upon demand.

Related to Fleetmatics

  • Topco has the meaning set forth in the Preamble.

  • SBS means the New York City Department of Small Business Services.

  • CCMA means the Commission for Conciliation, Mediation and Arbitration established in terms of section 112 of the Labour Relations Act, 1995;

  • CBOT means The Board of Trade of the City of Chicago, Inc.

  • CMBI means Chase Manhattan Bank International, an indirect wholly-owned subsidiary of Bank, located in Moscow, Russia, and any nominee companies appointed by it.

  • CCC means Customer Care Centre

  • EAG clause 35;

  • SCA means Security Capital Assurance Ltd, a Bermuda limited liability company.

  • CSA means Canadian Standards Association;

  • Allied means Allied Waste Industries, Inc., a Delaware corporation.

  • Comcast means Comcast Corporation, a Pennsylvania corporation.

  • CSSF means the Commission de Surveillance du Secteur Financier;

  • QFII means a qualified foreign institutional investor approved pursuant to the relevant PRC regulations (as amended from time to time).

  • Holdco has the meaning set forth in the Preamble.

  • IPC means the interim payment certificate issued by the Authority’s Engineer for payment to the Contractor in respect of Contractor’s claims for payment raised in accordance with the provisions of this Agreement;

  • GVWR means gross vehicle weight rating.

  • BCP means BCP Asset Management Limited and its successors, assigns and transferees.

  • CSAM or "Credit Suisse" (or any combination thereof).

  • Alliance means the Public Service Alliance of Canada;

  • CS means the New York State Department of Civil Service. “DOB” shall mean New York State Division of the Budget. “EEO” shall mean Equal Employment Opportunity.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Topcoat means a coating that is applied over a primer on an aerospace vehicle or component for appearance, identification, camouflage, or protection. Topcoats that are defined as specialty coatings are not included under this definition.

  • Apex means a point on an alluvial fan or similar landform below which the flow path of the major stream that formed the fan becomes unpredictable and alluvial fan flooding can occur.

  • CCI means Charter Communications, Inc., a Delaware corporation, and any successor Person thereto.

  • Bidco means a business and industrial development company licensed under this act. The term includes a business development enterprise.

  • AIG means American International Group, Inc.