Share Exchange has the meaning set forth in Section 2.1.
Share Exchange Agreement has the meaning specified in the Recitals.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.
Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.
Ordinary Shareholders means holders of Ordinary Shares;
Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Termination Transaction has the meaning set forth in Section 11.2.B hereof.
Merger Agreement has the meaning set forth in the Recitals.
Closing Merger Consideration has the meaning set forth in Section 2.02
Automated transaction means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of one or both parties are not reviewed by an individual in the ordinary course in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction.
Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Common Shareholders means the holders of the Common Shares.
Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).
Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).