Hostile Takeover definition

Hostile Takeover means a transaction or series of transactions that results in any person acquiring Beneficial Ownership of more than 50% of the combined voting power of the Company’s then outstanding Voting Securities without the approval of the Board.

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Hostile Takeover means any transaction (or one or more related transactions) pursuant to which any “Person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s outstanding voting securities without regard to whether the Board has approved such acquisition(s).

Hostile Takeover means any Change in Control which at any time is declared by at least a majority of the Board, directly or indirectly, to be hostile or not in the best interests of the Company, or in which an attempt is made (irrespective of whether successful) to wrest control away from the incumbent management of the Company, or with respect to which the Board makes any effort to resist.

Examples of Hostile Takeover in a sentence

• If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Hostile Takeover or Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder.

• The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Hostile Takeover or Change of Control shall perform the foregoing calculations.

• The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Hostile Takeover or a Change of Control (as defined below) of the Company.

• Upon a Hostile Takeover during the term of this Agreement, you shall immediately become 100% vested with respect to any options to purchase the Company’s capital stock that you then hold and/or any restrictions with respect to restricted shares of the Company’s capital stock that you then hold shall immediately lapse.

• Unless the Company and you otherwise agree in writing, any determination required under this Section 9 shall be made in writing by the Company’s independent public accountants serving immediately before the Hostile Takeover or Change in Control (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes.

More Definitions of Hostile Takeover

Hostile Takeover means a change in ownership of the Company effected through the following transaction:

Hostile Takeover means a Takeover that the directors of SmarTire recommend to shareholders to reject in a management circular;

Hostile Takeover means either of the following events effecting a change in control or ownership of the Company:

Hostile Takeover means a change in ownership of the Company effected through a transaction in which:

Hostile Takeover as hereinafter defined is declared.

Hostile Takeover means the offer of a Loan Party and/or any Subsidiary to acquire from the holders of securities of another Person (the "Target") which has a class of equity securities registered under the Securities Exchange Act of 1934, as amended (the "Act"), 30% or more of the total voting power of any class of such Target's Voting Stock where there has been a public announcement or commencement of the offer within the meaning of Rule 14d-2 under the Act, if the Target's senior management or board of directors has stated or at any time while the offer is outstanding states publicly (through the filing of a Schedule 14D-9 with the Securities and Exchange Commission or otherwise), its intention to oppose the acquisition by a Loan Party and/or any Subsidiary of the Target's Voting Stock or has advised or recommended to the holders of the securities to which such offer relates that such holders reject such offer or take any action other than to accept such offer, and such offer shall be deemed a "Hostile Takeover" for purposes hereof from the time such intention is so stated until such statement is withdrawn or the Target's senior management and board of directors advise or recommend to the holders of the securities to which the such offer relates that such holders accept such offer.

Hostile Takeover means a Change in Control (a) that is not approved in advance of a public announcement by the Company's Board of Directors or a committee of the Board of Directors authorized by the Board to consider the Change in Control, or (b) in which the acquiring entity is a direct competitor of the Company.