Business Transaction means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Transaction, involving the Company and one or more businesses; (ii) “Initial Shares” shall mean the 6,750,000 shares of the Common Stock (as may be adjusted for stock splits, stock dividends, reverse stock splits, contributions back to capital or otherwise) of the Company held by the Initial Stockholders which were issued and outstanding prior to the consummation of the Offering; (iii) the “Initial Stockholders” shall mean Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxx, P&P 2, LLC, Xxxxxxx Xxxxxxx and Committed Capital Holdings LLC and any permitted transferees of the Initial Shares in accordance with Section 4 hereof; (iv) “Preliminary Prospectus” shall mean each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits information under Rule 430 of the Securities Act; (v) “Placement Shares” shall mean the shares of Common Stock sold in the Private Placement; (vi) “Placement Shares Effectiveness Date” shall mean, with respect to the Placement Shares, the period ending 30 days after the completion of the Business Transaction; (vii) “Private Placement Investors” shall mean the investors who purchase the Placement Shares in the Private Placement, which investors shall be Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxx, P&P 2, LLC, Xxxxxxx Xxxxxxx and Committed Capital Holdings LLC and their respective designees, if any; (viii) “Pro Rata Share” shall mean the quotient calculated by dividing the number of Initial Shares held by the undersigned by the total number of Initial Shares then outstanding; (ix) “Public Stockholders” shall mean the holders of securities issued in the Offering; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Offering will be deposited; and (xi) “Warrant Expiration Time” shall mean the time at which the Warrants cease to be exercisable, which will occur at 5:00 p.m., New York City time, on the 45th day after the effectiveness of the registration statement covering the shares of Common Stock underlying the Warrants.
Company Acquisition Proposal means any offer or proposal, including any amendment or modification to any existing offer or proposal (other than, in each case, an offer or proposal made or submitted by or on behalf of Parent), relating to a Company Acquisition Transaction.
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.
Financial Letter of Credit means any Letter of Credit other than a Performance Letter of Credit.
Financial Commitment means the legally binding undertaking of the Operator to mobilize the financial requirements of the project, for ensuring the completion of the project;
ESBD means the Electronic State Business Daily, the electronic marketplace where State of Texas bid opportunities over $25,000 are posted. The ESBD may currently be accessed at http://www.txsmartbuy.com/esbd.
LCME means Liaison Committee on Medical Education, an organization that accredits educational institutions granting degrees in medicine and surgery. The board approves programs that are accredited by LCME.
Contactless Transaction means a Transaction that is authorised by you touching or holding your Card or linked device against or near a POS Terminal without the need to insert your Card.
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.
Commercial Letter of Credit means any letter of credit or similar instrument issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by Company or any of its Subsidiaries in the ordinary course of business of Company or such Subsidiary.
Banking Day Financial Centre means the Banking Day Financial Centre as specified in § 1 of the Product and Underlying Data.
Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.
Commercial Letters of Credit means those letters of credit subject to the UCP payable in Dollars and issued or caused to be issued by Lender on behalf of Borrower under a Loan Facility for the benefit of a supplier(s) of Borrower in connection with Borrower's purchase of goods or services from the supplier in support of the export of the Items.
CBC means the Collective Bargaining Committee
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Evergreen Letter of Credit has the meaning set forth in Section 2.01.
Financial Closure means the first Business Day on which funds are made available to the TSP pursuant to the Financing Agreements;
Our Readers Worldwide In addition, please note that this information has been provided by Xxxxxx Xxxxxxx & Co. Incorporated and approved by Xxxxxx Xxxxxxx & Co. International Limited, a member of the Securities and Futures Authority, and Xxxxxx Xxxxxxx Japan Ltd. We recommend that investors obtain the advice of their Xxxxxx Xxxxxxx & Co. International Limited or Xxxxxx Xxxxxxx Japan Ltd. representative about the investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
Relevant Financial Centre Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre or centres for the currency in which payment falls to be made (or, in the case of payments which fall to be made in euro, a Euro Business Day or, where such currency is a National Currency Unit (as defined in Condition 9) and the Notes have been redenominated into euro pursuant to Condition 9, the former principal financial centre or centres) and in any other place set out in the Final Terms;
Company Acquisition Transaction means any transaction or series of transactions involving:
Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
Branch captive insurance company means an alien captive insurance company licensed by the director to transact the business of insurance in this State through a business unit with a principal place of business in this State.
Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.
QLC means the Quarterly License Charge for use of a DS Offering, subject to the conditions set forth in the Agreement. Payment of the QLC for a DS Offering entitles Customer to (i) a three (3) months license to use the Release of a DS Offering and its subsequent Release(s), if any, as made available by DS during such quarter, in lieu of the license(s) on the previous Release(s) of such DS Offering, and (ii) Support Services for the DS Offering for such three (3) months period. QLC is not automatically renewable. Termination of Support Services is not permitted without terminating the license of the DS Offering. TBL means Term Based License charge applicable to each license of a DS Offering ordered under the TBL/ALC pricing structure. The TBL is a one-time and non-refundable charge. Payment of the TBL for a DS Offering provides Customer with a license for a period as described in the Product Portfolio and in the Transaction Document (subject to the conditions set forth in the Agreement) to use the Release of such DS Offering made available by DS on the Effective Date of the license. “TBLx” is a TBL for a period of “x” years. As an example, “TBL2” is a TBL for a period of two (2) years. TBL is not automatically renewable.
Sternlight means a white light placed as nearly as practicable at the stern showing an unbroken light over an arc of the horizon of 135 degrees and so fixed as to show the light 67.5 degrees from right aft on each side of the vessel.
Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) of any other Person.