Permitted Business Combination means a Business Combination described in Paragraph 1(b)(i) or 1(b)(ii) above; and

Permitted Business Combination means any Business Combination which is either (i) consummated substantially simultaneously with or subsequently to (A) a dividend or other distribution to RJRN's stockholders of all or substantially all of RJRN's remaining equity interest in Nabisco or (B) another transaction with respect to RJRN's investment in Nabisco which would provide substantially equivalent value to RJRN's stockholders or (ii) approved by the holders of a majority of the outstanding Shares not then beneficially owned by the BGL

Examples of Permitted Business Combination in a sentence

Negotiations with respect to the Permitted Business Combination, as announced in the press release of Issuer dated February 10, 2007, are on-going, and to Issuer’s Knowledge, no events have occurred that would indicate that such Permitted Business Combination will not occur on terms substantially similar to those contemplated in the press release.
From time to time, but prior to the earlier of (i) 12 months from the Initial Closing Date and (ii) effectiveness of the Permitted Business Combination, at Issuer’s request by written notice to Purchaser that Purchaser purchase one or more Additional Notes in an aggregate amount of up to an additional $13,000,000, Purchaser may purchase, at its discretion, Additional Notes in an aggregate amount of up to an additional $13,000,000.
All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether or not so expressed; provided, that Issuer shall not be permitted to assign or delegate its rights or obligations under this Agreement, the Securities or any notes issued in exchange for any Securities, other than pursuant to the Permitted Business Combination.
In the case of a Permitted Business Combination, the acquired business or Person, as applicable, may continue to manufacture and sell biodiesel without Seller being deemed to have violated the other provisions of this Article XIII, but neither Seller nor any of its other Affiliates are otherwise relieved of their obligations under this Article XIII as a result of a Permitted Business Combination.
The Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Permitted Business Combination (as defined below), then in connection with such proposed Permitted Business Combination, the Purchaser shall vote any Class B Shares and Class A Shares owned by it in favor of any proposed Permitted Business Combination.

More Definitions of Permitted Business Combination

Permitted Business Combination means a Business Combination that meets all of the requirements of Section 8.11 hereof.

Permitted Business Combination means the consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries (each, a “Business Combination”) if any of the following apply: (A) the persons that were the beneficial owners of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the person resulting from such Business Combination (including, without limitation, a person that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (B) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 33% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination

Permitted Business Combination means any Business Combination which is either (i) consummated substantially simultaneously with or subsequently to

Permitted Business Combination means (x) a tender or exchange offer by Universal or an Affiliate for all the Common Shares of the Company that is accepted by a majority of the Company's Public Stockholders or (y) a merger (other than a merger following a tender or exchange offer complying with (x) above) involving the Company and Universal or an Affiliate that is approved, in addition to any vote required by law, by a majority of the Company's Public Stockholders so long as, in the case of (x) and (y) above, a committee of the Directors (excluding any Directors designated by Universal or Liberty pursuant to the terms of the Governance Agreement, as it may be amended, modified or waived from time to time, and any other directors who have a conflict of interest) determines that the tender offer, exchange offer or merger, as the case may be, is fair to the Company's stockholders (other than Universal and its Affiliates).

Permitted Business Combination means (x) a tender or exchange offer by Universal or an Affiliate for all Parent Common Shares that is accepted by a majority of the Company's Public Stockholders or (y) a merger (other than a merger following a tender or exchange offer complying with (x) above) involving the Company and Universal or any Affiliate thereof or successor thereto that is approved, in addition to any vote required by law, by a majority of the Company's Public Stockholders so long as, in the case of (x) and (y) above, a committee of HSNi directors (excluding any Persons who are Satisfactory Nominees and Liberty Directors pursuant to the terms of this Agreement, as it may be amended, modified or waived from time to time, and any other directors who have a conflict of interest) determines that the tender offer, exchange offer or merger, as the case may be, is fair to the Company's stockholders (other than Universal and its Affiliates). SECTION 4.19. "Permitted Investment Percentage" shall have the meaning set forth in the preambles to this Agreement. SECTION 4.20. "Permitted Transferee" shall mean Liberty or Mr. Xxxxxx xxx the members of their respective Stockholder Groups. SECTION 4.21. "Person" shall mean any individual, partnership, joint venture, corporation, trust, unincorporated organization, government or department or agency of a government. SECTION 4.22. "Public Stockholder" shall mean any stockholder of the Company that, together with its Affiliates (a) has sole or shared voting power with respect to Voting Securities representing no more than 10% of the voting power on the applicable vote or (b) has sole or shared power to dispose of Equity Securities representing no more than 10% of the Equity Securities to be tendered or exchanged in any applicable tender or exchange offer, as the case may be. SECTION 4.23. "Right of First Refusal" shall mean the right of the Company (or its designee) to purchase Equity Securities Beneficially Owned by Universal under the circumstances and upon the terms described below and in Section 1.02(b) of this Agreement. In the event that Universal desires to sell Equity Securities Beneficially Owned by it to which the Right of First Refusal applies and it has received a bona fide offer from a third party to purchase such Equity Securities, Universal shall provide the Company with written notice (the "Sales Notice") of the terms of such third party offer (including price, conditions, the identity of such third party and the written contract pro...

Permitted Business Combination has the meaning set forth in Section 4.9(b)(ii). “Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity including any Governmental Entity. “Personal Data” means any information that relates to an identified or identifiable individual, or that may be used to identify an individual, including name, street address, telephone number, email address, photograph, social security number, driver’s license number or data collected through an automated license plate recognition system, passport number, financial account information, username and password combinations or customer or account number. “Post-Closing Covenants” has the meaning set forth in Section 6.1(b)(iii). “Post-Closing Covenant Expiration Date” has the meaning set forth in Section 6.1(b)(iii). “Post-Closing Statement” has the meaning set forth in Section 1.7(a). “Pre-Closing Covenants” has the meaning set forth in Section 6.1(b)(iii). “Pre-Closing Covenant Expiration Date” has the meaning set forth in Section 6.1(b)(iii). “Pre-Closing Period” has the meaning set forth in Section 4.1. “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date including the portion of any Straddle Period ending on the Closing Date.

Permitted Business Combination definition

Filter & Search

Related Definitions