Involuntary Acquisition definition

Involuntary Acquisition means, with respect to any Person, the purchase or acquisition of beneficial ownership of Common Stock by such Person as a result of any stock split, dividend, distribution, rights offering by NWBio or any Subsidiary of NWBio, recapitalization of NWBio, reclassification or other change in the terms of the Securities held by such Person, adjustment in the conversion or exchange ratio of any convertible or exchangeable security or exercise, conversion or exchange of any option, right, warrant or convertible or exchangeable security held by such Person.
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Involuntary Acquisition means, with respect to any Person, the purchase or acquisition of beneficial ownership of Common Stock by such Person as a result of any stock split, dividend, distribution, rights offering by the Company or any Subsidiary of the Company, recapitalization of the Company, reclassification or other change in the terms of the Securities held by such Person, adjustment in the conversion or exchange ratio of any convertible or exchangeable security or exercise, conversion or exchange of any option, right, warrant or convertible or exchangeable security held by such Person. "Major Part," when used with reference to the assets of the Company and its Subsidiaries as of any date, shall mean assets (a) having a fair market value aggregating 50% or more of the total fair market value of all the assets of the Company and its Subsidiaries (taken as a whole) as of the date in question, (b) accounting for 50% or more of the total value (net of depreciation and amortization) of all the assets of the Company and its Subsidiaries (taken as a whole) as would be shown on a consolidated or combined balance sheet of the Company and its Subsidiaries as of the date in question, prepared in accordance with generally accepted accounting principles then in effect, or (c) accounting for [50]% or more of the total amount of net income or revenues of the Company and its Subsidiaries (taken as a whole) as would be shown on a consolidated or combined statement of income of the Company and its Subsidiaries for the period of 12 months ending on the last day of the Company's monthly accounting period next preceding the date in question, prepared in accordance with generally accepted accounting principles then in effect.
Sample 1
Involuntary Acquisition means, with respect to any Person, the purchase or acquisition of Stock by such Person as a result of any stock split, dividend, distribution, rights offering by Redhook or any Subsidiary of Redhook, recapitalization of Redhook, reclassification or other change in the terms of the Stock, or conversion or exchange of, or adjustment in the conversation or exchange ratio of any exercisable, convertible or exchangeable security held by such Person or any other Person.
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Examples of Involuntary Acquisition in a sentence

  • CONCUR ON PURCHASE PRICE FOR FLOOD BUYOUT AT 16 8th STREET NE FOR$178,800The City of Minot Policy and Procedures for Involuntary Acquisition includes a provision that any negotiated purchase price for flood buyouts under these guidelines where the purchase price exceeds 15 per cent and $15,000 from the initial purchase price offer made by the City shall go to the Council before a closing can take place.

  • APPROVE SALVAGE AGREEMENT WITH TED MERTZ FOR OIL TANKAs part of the flood buyout Involuntary Acquisition Program, the city acquired 205 14th Street NE which had housed Behm Oil.

  • AUTHORIZE INITIATING INVOLUNTARY ACQUISITION PROCESS FOR MI-5 NEW REVISED ALIGNMENT MAPThe URA sets forth that when Involuntary Acquisition is utilized then all properties within a defined area must be acquired.

  • Recommend the City Council authorize adding 505 12th Street NE to the Involuntary Acquisition List for the MREFPP MI-5 Flood Control Project.

  • Recommend the City Council authorize initiating Involuntary Acquisition for properties within the new MI-5 Revised Alignment identified by property addresses attached to the Council memo and further authorizing submission of the list of properties to the State Engineer consistent with the MOU between the City of Minot and State of North Dakota for the State Water Commission Match Funds.

  • This Involuntary Acquisition Program is intended to begin October 15, 2016 and terminate on September 30, 2022.

  • If the similarity score exceeds a threshold, this image pair is decided as a match, otherwise a non-match.In the local descriptor matching, first, the compressed local descriptors and their coordinates are decoded for both the query image and the reference images.The local descriptors are decoded and then compared in the compressed do- main using the L1 distance, which is calculated for corresponding groups of four ternary elements using XOR and a small lookup table.

  • See Attachment A: City’s Appeal Process-Offer Price for Involuntary Acquisition.

  • It is recommended the City Council authorize auction of property structures at 314 8th Street NE and 1030 6th Avenue SW acquired through the Involuntary Acquisition program for flood control projects.

  • The Involuntary Acquisition Program property valuation will be based upon an appraised current fair market value.


More Definitions of Involuntary Acquisition

Involuntary Acquisition means, with respect to any Person, the purchase or acquisition of beneficial ownership of Common Stock by such Person as a result of any stock split, dividend, distribution, rights offering by the Company or any Subsidiary of the Company, recapitalization of the Company, reclassification or other change in the terms of the Securities held by such Person, adjustment in the conversion or exchange ratio of any convertible or exchangeable security or exercise, conversion or exchange of any option, right, warrant or convertible or exchangeable security held by such Person. "Major Part," when used with reference to the assets of the Company and its Subsidiaries as of any date, shall mean assets (a) having a fair market value aggregating 50% or more of the total fair market value of all the assets of the Company and its Subsidiaries (taken as a whole) as of the date in question, (b) accounting for 50% or more of the total value (net of depreciation and amortization) of all the assets of the Company and its Subsidiaries (taken as a whole) as would be shown on a consolidated or combined balance sheet of the Company and its Subsidiaries as of the date in question, prepared in accordance with generally accepted accounting principles then in effect, or (c) accounting for 50% or more of the total amount of net income or revenues of the Company and its Subsidiaries (taken as a whole) as would be shown
Sample 1
Involuntary Acquisition means, with respect to any Person, the purchase or acquisition of beneficial ownership of Common Stock by such Person as a result of any stock split, dividend, distribution, rights offering by the Company or any Subsidiary of the Company, recapitalization of the Company, reclassification or other change in the terms of the Securities held by such Person, adjustment in the conversion or exchange ratio of any convertible or exchangeable security or exercise, conversion or exchange of any option, right, warrant or convertible or exchangeable security held by such Person.
Sample 1

Related to Involuntary Acquisition

  • Involuntary Disposition means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • Compulsory Acquisition means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of a Ship by any Government Entity or other competent authority, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

  • Company Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which 50 the stockholders of the Company immediately preceding such transaction hold less than 65% 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 35% 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 35% of the voting power of the then outstanding shares of capital stock of the Company.

  • Involuntary Displacement means the involuntary acquisition of land resulting indirect or indirect economic and social impacts caused by: Loss of benefits from use of such land; relocation or loss of shelter; loss of assets or access to assets; or loss of income sources or means of livelihood, whether or not the Displaced Persons has moved to another location; or not.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

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

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Permitted Acquisition means any non-hostile acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or 50% or more of the voting capital stock of, or a business line or a division of, any Person; provided that:

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • 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.

  • 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.

  • Newly acquired auto means any of the following types of vehicles you become the owner of during the policy period:

  • Equity Event is the receipt by Borrower, on or after March 6, 2018 and on or prior to June 30, 2018, of unrestricted net cash proceeds of not less than Thirty Million Dollars ($30,000,000.00) from (i) the issuance and sale by Borrower of its unsecured subordinated convertible debt and/or equity securities and/or (ii) “up front” or milestone payments in connection with a joint venture, collaboration or other partnering transaction.

  • 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.

  • Significant Acquisition means the acquisition (in one or a series of related transactions) of all or substantially all of the assets or Equity Interests of a Person or any division, line of business or business unit of a Person for an aggregate consideration in excess of $750,000,000.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Limited Condition Acquisition means any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).