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 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

Examples of Involuntary Acquisition in a sentence

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

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

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

  • Involuntary Acquisition of Property.” http://portal.hud.gov/hudportal/HUD?src=/program_offices/comm_planning/affordablehous ing/training/web/relocation/acquisition (n.d.).

  • The 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.

  • At the commencement of the Involuntary Acquisition Buy Out Program for flood mitigation projects, after issuance of an appropriate RFP the city engaged Swanson & Warcup, Ltd.

  • Approval Prepared by: Date: Involuntary Acquisition of Land Yes NoNot known Remarks1.

  • It is recommended the City Council approve amending the Involuntary Acquisition Policies and Procedures to cease use of Appeals Committees as being inconsistent with the federal law and causing confusion about the federal required acquisition procedures.

  • However, as discussed below, neither the courts nor EPA has provided local governments with clear guidance on this question.FINDING 4: CERCLA’s Liability Protections for Involuntary Acquisition of Brownfields Are Complex and ConfusingMany liability concerns of local governments could potentially be assuaged through clarifications of the provisions in CERCLA applicable to “involuntary acquisitions” of properties.

  • Spot Blight homes which are demolished will be funded from Allocation #1 demolition budget line and Involuntary Acquisition structure demolition will be funded from CDBG-DR budget line for demolitions.


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 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.
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 the 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 (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) 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 fifty percent (50%) 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 fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • 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 an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • 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: a. A private passenger auto; or b. A pickup or van, for which no other insurance policy provides coverage, that: (1) Has a Gross Vehicle Weight Rating of 10,000 lbs. or less; and (2) Is not used for the delivery or transportation of goods and materials unless such use is: (a) Incidental to your "business" of installing, maintaining or repairing furnishings or equipment; or (b) For farming or ranching.

  • Equity Event is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars ($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.

  • 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 $450,000,000.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation 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 of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

  • 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).

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Related Entity Disposition means the sale, distribution or other disposition by the Company, a Parent or a Subsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary.