Inadequate Continuity of Interest definition

Inadequate Continuity of Interest shall exist with respect to the Second Merger, if (a) 40% of the sum of (i) the Value of Stock Consideration and (ii) the amount of Non-Stock Consideration exceeds (b) the product of (i) the number of shares of Parent Common Stock issued in the Merger in exchange for the Company Common Stock and (ii) the Testing Price (such product, the “Value of Stock Consideration”).
Sample 1Sample 2Sample 3
Inadequate Continuity of Interest. Section 2.6(h)
Sample 1Sample 2

Examples of Inadequate Continuity of Interest in a sentence

  • Unless the All-Cash Election is exercised or there is Inadequate Continuity of Interest, Parent will use its commercially reasonable efforts before and after the Effective Time, to cause the Offer and the Mergers to qualify as a reorganization under Section 368(a) of the Code.

  • Except if the All-Cash Election is made or there is Inadequate Continuity of Interest, the transactions contemplated by this Agreement are intended to be treated as an integrated transaction and to qualify as a reorganization within the meaning of Section 368(a) of the Code.

  • Unless the All-Cash Election is exercised or there is Inadequate Continuity of Interest, the Company will use its commercially reasonable efforts to cause the Offer and the Mergers to qualify as a reorganization under Section 368(a) of the Code.

  • Immediately after the First Merger, assuming there is not Inadequate Continuity of Interest as defined in Section 2.6(h) of the Agreement, the Company will merge into Manpower or a wholly-owned first tier subsidiary of Manpower (the “Second Merger,” and together with the First Merger, the “Mergers”), with Manpower or a wholly-owned first tier subsidiary of Manpower, as the case may be, as the surviving entity in the Second Merger.

Related to Inadequate Continuity of Interest

  • Adequate Country means a country or territory that is recognized under Data Protection Laws from time to time as providing adequate protection for Personal Data;

  • Adequate security means protective measures that are commensurate with the consequences and probability of loss, misuse, or unauthorized access to, or modification of information.

  • Adequate notice means written advance notice of at least 48 hours, giving the time, date, location and, to the extent known, the agenda of any regular, special or rescheduled meeting, which notice shall accurately state whether formal action may or may not be taken and which shall be (1) prominently posted in at least one public place reserved for such or similar announcements, (2) mailed, telephoned, telegrammed, or hand delivered to at least two newspapers which newspapers shall be designated by the public body to receive such notices because they have the greatest likelihood of informing the public within the area of jurisdiction of the public body of such meetings, one of which shall be the official newspaper, where any such has been designated by the public body or if the public body has failed to so designate, where any has been designated by the governing body of the political subdivision whose geographic boundaries are coextensive with that of the public body and (3) filed with the clerk of the municipality when the public body's geographic boundaries are coextensive with that of a single municipality, with the clerk of the county when the public body's geographic boundaries are coextensive with that of a single county, and with the Secretary of State if the public body has Statewide jurisdiction. For any other public body the filing shall be with the clerk or chief administrative officer of such other public body and each municipal or county clerk of each municipality or county encompassed within the jurisdiction of such public body. Where annual notice or revisions thereof in compliance with section 13 of this act set forth the location of any meeting, no further notice shall be required for such meeting.

  • Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee’s ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not “impair the employee’s ability to act impartially and in the best interest of the Government” is not covered under this definition.)

  • Restrictive Covenant has the meaning set forth in Section 6(c).

  • Restrictive Covenants means the restrictive covenants contained in Section 12(c) hereof.

  • Harm means ill-treatment or the impairment of health or development, including for example, impairment suffered from seeing or hearing the ill-treatment of another;

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Non-Monetary Default Notice shall have the meaning assigned to such term in Section 11(d).

  • Monetary Default Notice shall have the meaning assigned to such term in Section 11(a).

  • Default Notice means the written notice of Default of the Agreement issued by one Party to the other.

  • restrictive condition means any condition registered against the title deed of land restricting the use, development or subdivision of the land concerned:

  • Original Obligations means the “Obligations” as defined in the Original Credit Agreement.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Principal Obligations means the aggregate outstanding principal amount of the Loans.

  • Significant relationship means a situation in which the actor is: (1) the complainant's parent, stepparent, or guardian; (2) any of the following persons related to the complainant by blood, marriage, or adoption: brother, sister, stepbrother, stepsister, first cousin, aunt, uncle, nephew, niece, grandparent,great-grandparent, great-uncle, great-aunt; or (3) an adult who jointly resides intermittently or regularly in the same dwelling as the complainant and who is not the complainant's spouse. Minn. Stat. § 609.341(15).At what age is a person able to consent?18 years old. Idaho Statutes §§ 18-6101. At what age is a person able to consent?17 years old. 720 ILCS 5/11-1.60. However, if the actor is 17 years of age or older and holds a position of trust, authority, or supervision in relation to the victim, then the age of consent is 18 years old. At what age is a person able to consent?16 years old. IC §§ 35-42-4-9. At what age is a person able to consent?16 years old. I.C.A. § 709.4. At what age is a person able to consent?16 years old. K.S.A. 21-5506; 5507*.*Note: KSA 21-5507 was held to violate the equal protection provisions of the Fourteenth Amendment to the United States Constitution and§ 1 of the Kansas Constitution Bill of Rights to the extent that it results in a punishment for unlawful voluntary sexual conduct between members of the opposite sex that is less harsh than the punishment for the same conduct between members of the same sex. The court struck the phrase “and are members of the opposite sex” from the statute. State v. Limon, 280 Kan. 275, 276, 122 P.3d 22, 24 (2005). Proposed legislation would remedy this. See 2019 KS H.B. 2270 (NS). At what age is a person able to consent?18 years old.A person is deemed incapable of consent when he or she is: less than sixteen (16) years old; orsixteen (16) or seventeen (17) years old and the actor at least ten (10) years older than victim at the time of the sexual act.KRS § 510.020. At what age is a person able to consent?16 years old. Connecticut General Statutes Annotated §§ 53a-71. At what age is a person able to consent?16 years old, if the defendant is more than 4 years older, otherwise 18 years old. 11 Delaware Code §§ 761; 762; 765; 770; 771; 778.If the victim is at least 12 years old and the defendant is no more than 4 years older than the victim, it is an affirmative defense if the victim consented to the act “knowingly”. At what age is a person able to consent?16 years old. D.C. Code § 22-3001(3). At what age is a person able to consent?18 years old. Florida Statutes §§ 794.011; 794.05. At what age is a person able to consent?16 years old. Georgia Code § 16-6-3(a).

  • Additional Obligations as defined in the Base Intercreditor Agreement.

  • Guarantee Event of Default means a default by the Guarantor on any of its payment or other obligations under this Guarantee.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Debenture Event of Default means an "Event of Default" as defined in the Indenture.

  • Swap Default Any of the circumstances constituting an “Event of Default” under the Swap Agreement.

  • Non-Monetary Default Cure Period shall have the meaning assigned to such term in Section 11(d).

  • Restrictive Covenant Violation means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.