Parent 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 Parent pursuant to which the stockholders of Parent immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction (or the parent thereof), (ii) a sale or other disposition by Parent of assets representing in excess of 50% of the aggregate fair market value of Parent'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 Parent), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of Parent.
Parent Acquisition has the meaning set forth in Section 8.3(c)(iv) hereto.
Examples of Parent Acquisition in a sentence
In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of Parent, Acquisition Corp.
In order to obtain any necessary governmental or regulatory action or non-action, waiver, consent, extension or approval, each of Parent, Acquisition Corp.
From time to time, from and after the Effective Time, as and when reasonably requested by Parent, the proper officers and directors of the Company as of the Effective Time shall, for and on behalf and in the name of the Company or otherwise, execute and deliver all such deeds, bills of sale, assignments and other instruments and shall take or cause to be taken such further actions as Parent, Acquisition Corp.
Parent, Acquisition Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
No Person has, or as a result of the transactions contemplated or described herein will have, any right or valid claim against the Company, Parent, Acquisition Corp.
More Definitions of Parent Acquisition
Parent Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement and other than any of the Contemplated Parent Changes); (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Parent pursuant to which the shareholders of the Parent immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction or the parent thereof, (ii) a sale or other disposition by the Parent of assets representing in excess of 50% of the aggregate fair market value of the Parent'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 Parent), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Parent.
Parent Acquisition means the acquisition of Parent by RHD Corp. pursuant to the Merger Agreement, and the other transactions contemplated by the Merger Agreement and the documents related thereto.
Parent Acquisition means (i) consummation of a merger or consolidation of the Parent Company with or into another person; (ii) the sale, transfer, or other disposition of all or substantially all of the Parent Company’s assets to one or more other persons in a single transaction or series of related transactions, unless, in the case of foregoing clauses (i) and (ii), securities possessing more than 50% of the total combined voting power of the survivor’s or acquirer’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Parent Company’s outstanding securities immediately prior to that transaction; (iii) any person or group of persons (within the meaning of Section 13(d)(3) of the Exchange Act) directly or indirectly acquires, including but not limited to by means of a merger or consolidation, beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the Exchange Act) of securities possessing more than 30% of the total combined voting power of the Parent Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Parent Company’s stockholders that the Board does not recommend such stockholders accept, other than (a) the Parent Company or an affiliate of Parent Company, (b) an employee benefit plan of the Parent Company or any of its affiliates, (c) a trustee or other fiduciary holding securities under an employee benefit plan of the Parent Company or any of its affiliates, or (d) an underwriter temporarily holding securities pursuant to an offering of such securities; (iv) persons who, as of the effective date of a Sale Event, constitute the Board (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Parent Company subsequent to the effective date of a Sale Event shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initi...
Parent Acquisition means any of the following transactions between Parent and an Alternative Target: (A) any merger, share exchange, business combination, reorganization, consolidation or similar transaction involving the Parent and an Alternative Target, or (B) the acquisition of beneficial ownership of 50% or more of the equity interests in an Alternative Target by Parent, whether by issuance by the Alternative Target or by purchase (through a tender offer, exchange offer, negotiated purchase or otherwise) from the stockholders of Alternative Target or otherwise.
Parent Acquisition means (A) any merger, reorganization, share exchange, consolidation, recapitalization or other business combination involving Parent or any Parent Subsidiary which, upon consummation, would result in a change in the majority of the Parent Board and as a result of which the holders of shares of Parent Common Stock immediately prior to such transaction do not, in the aggregate, own at least 50% of the surviving or resulting entity in such transaction, (B) any transaction pursuant to which any Person (or group of persons) acquires or would acquire control of voting securities of Parent representing more than 50% of the voting securities of Parent, or (C) any purchase of all or substantially all of the consolidated assets of Parent and Parent Subsidiaries, taken as a whole, and “Parent Acquisition Proposal” means a bona fide proposal by a third party made after the date of this Agreement that, if consummated, would be a Parent Acquisition.
Parent Acquisition means the acquisition of Parent by the Ultimate Parent pursuant to the Agreement and Plan of Merger, dated as of October 3, 2005, among Parent, the Ultimate Parent and Forward Acquisition Corp., and the other transactions contemplated by such agreement and the documents related thereto.
Parent Acquisition shall have the meaning ascribed to such term in Section 9.05(e).