Going Private Event definition

Going Private Event means the event or transaction which results in the Company ceasing to be required to file the reports, information and documents required to be filed with the Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Going Private Event means either: (A) the Company or any Harbinger Affiliate entering into a plan of merger or other agreement or arrangement providing for the acquisition of the Company by any Harbinger Affiliate in a transaction subject to Rule 13e-3 of the Exchange Act or (ii) a Harbinger Affiliate launching a tender offer subject to Rule 13e-3 of the Exchange Act for the outstanding shares of Common Stock not held by the Harbinger Affiliates.

Going Private Event means a transaction in which 90% or more of the issued and outstanding shares of the capital stock of the Company are to be sold or exchanged (pursuant to an agreement, tender or exchange offer or otherwise) by the holders thereof for cash or for securities, so that upon the closing of such a transaction (or a second step merger related thereto), Parlux common stock is no longer traded on any public stock exchange (e.g., Nasdaq, AMEX, NYSE, etc.) or recognized trading market (e.g., Nasdaq OTCBB) and the holders of Parlux common stock prior to the closing of such a transaction hold cash or non-publicly traded securities in a private company after the transaction, (ii) a "Company Merger Event" means a transaction in which 90% or more of the issued and outstanding shares of the capital stock of the Company are to be exchanged (pursuant to an agreement, exchange offer or otherwise) by the holders thereof for securities of any public company, so that upon the closing of such a transaction (or a second step merger related thereto), all Parlux common stock has been exchanged or converted into securities of a public company that are traded on a public stock exchange (e.g., Nasdaq, AMEX, NYSE, etc.) or recognized trading market (e.g., Nasdaq OTCBB) and the holders of Parlux common stock prior to the closing of such a transaction hold publicly traded securities in a public company after the transaction.

Examples of Going Private Event in a sentence

• In the event of a Going Private Event, the Options will become fully exercisable immediately prior to and for purposes of the Going Private Event such that the Executive will be entitled to exercise his options and either participate in the Going Private Event or otherwise dispose of the acquired shares in connection with the Going Private Event.

• In the event of a Going Private Event, the Options will become fully exercisable immediately prior to and for purposes of the Going Private Event so that the Executive will be entitled to exercise his options and either participate in the Going Private Event or otherwise dispose of the acquired shares in connection with the Going Private Event.

• The term “Common Stock Valuation” shall mean the price per share of Common Stock as determined by a third party valuation company, or other valuation methodology, in each case, mutually acceptable to both the Lender and the Borrower, provided, however, if there is a Going Private Event (as hereinafter defined), the Common Stock Valuation shall be $0.78 per share of Common Stock.

• If (i) a Going Private Event shall have occurred, (ii) Collateral Shares are sold or otherwise disposed of and (iii) the price per Conversion Share is $0.78 or less, then the Lender shall pay to the Borrower an amount equal to the product of (A) the difference between $0.78 and the price per Conversion Share and (B) the number of Conversion Shares.

• If (i) a Going Private Event shall not have occurred, (ii) Collateral Shares are sold or otherwise disposed of and (iii) the price per Conversion Share is $0.60 or less, then the Lender shall pay to the Borrower an amount equal to the product of (A) the difference between $0.60 and the price per Conversion Share and (B) the number of Conversion Shares.

More Definitions of Going Private Event

Going Private Event. Notwithstanding the vesting schedule set forth above, in the event of a Going Private Event (as defined in the Retention Agreement), this Option will become fully exercisable immediately prior to and for purposes of the Going Private Event.

Going Private Event means an event or circumstance which occurs, as a result of which the Company’s common stock has been delisted from any national securities exchange or automated interdealer quotation system on which its common stock is then listed or admitted for trading unless within 30 days of the date thereof, the Company shall have obtained the relisting of its common stock on a national securities exchange or automated interdealer quotation system. It shall not be deemed to be a Going Private Event if, at any time, the Company transfers the listing of its common stock from the exchange or system where it is listed at such time to another national securities exchange or automated interdealer quotation system.

Going Private Event means a transaction in which 90% or more of the issued and

Going Private Event means the event or transaction which results in AOLA ceasing to be required to file the reports, information and documents required to be filed before the Securities and Exchange Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Going Private Event means any Fundamental Transaction or other event or occurrence after which the Common Stock of the Company (or its successor) ceases to be registered under the 1934 Act or otherwise a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market.

Going Private Event means the removal of Ameristar Common Stock from listing or designation for active trading on an established United States securities market solely as the result of the prior completion of a "Rule 13e-3 transaction" (as defined in Rule 13e-3 of the SEC).

Going Private Event means a merger, consolidation or a self-tender or exchange offer after which the Company has fewer than the number of shareholders requiring Exchange Act registration, in each case only if the applicable transaction or series of transactions has been approved by the holders of a majority of the Common Stock. Except as provided in the Registration Rights Agreement, the Company shall cause the Shares to be listed on the Nasdaq Small-Cap Market, Nasdaq NMS or such other national markets (i.e., the New York Stock Exchange or the American Stock Exchange) on which the Common Stock is then trading prior to the earlier of (i) the registration of the Shares under the Act or (ii) one hundred twenty (120) days after the Closing hereunder. As used herein and in the Registration Rights Agreement, the term "Effective Registration" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement have been satisfied, such registration is not subject to any suspension or stop order, the prospectus for the Shares is current and the Shares are listed for trading on the Nasdaq Small-Cap Market, Nasdaq NMS or such other national markets (i.e., the New York Stock Exchange or the American Stock Exchange) on which the Common Stock is then trading, and such trading has not been suspended for any reason, and neither the Company nor any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.