Proposed Combination definition

Proposed Combination means the acquisition by Aon Ireland of WTW by means of the Scheme or the Takeover Offer (and any such Scheme or Takeover Offer as it may be revised, amended or extended from time to time) pursuant to the Business Combination Agreement including the issuance by Aon Ireland of the New Aon Ireland Shares pursuant to the Scheme or the Takeover Offer as described in this Announcement and provided for in the Business Combination Agreement.
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Proposed Combination. As defined in Section 2.25.
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Proposed Combination means the proposed acquisition by Aon of WTW (whether by way of the Scheme or a Takeover Offer), as described in the Rule 2.5 Announcement and shall include any revised, extended or renewed offer or offers (whether voluntary or mandatory and including, for the avoidance of doubt, any revised offer made in consequence of any decision or ruling of any regulatory body, provided such revised, extended or renewed offer or offers are made on terms, in the opinion of WTW’s financial advisor, at least as favourable to WTW Shareholders as those described in the Rule 2.5 Announcement);
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Examples of Proposed Combination in a sentence

  • Proposed Combination With Canadian National Railway Company On December 18, 1999, BNSF and Canadian National Railway Company (CN) entered into a Combination Agreement, as amended, providing for the combination of the two companies (the Combination).

  • Following Aon Ireland’s acquisition of the WTW Shares pursuant to the Proposed Combination, WTW may be merged with and into a wholly-owned subsidiary of Aon Ireland.

  • The Proposed Combination unites firms that share a belief in the power of data-driven insights to create new sources of client value.

  • During the period preceding the execution of definitive documentation for the Proposed Combination on March 9, 2020, the Parties discussed and negotiated the transaction terms, conducted due diligence with respect to each other’s businesses and consulted with the Panel.

  • Retention costs are subject to Irish Takeover Panel approval and are expected to be spread evenly over three years following completion of the Proposed Combination.

  • Any securities issued as a result of the Proposed Combination by means of a scheme of arrangement are anticipated to be issued in reliance upon the exemption from the registration requirements of the US Securities Act pursuant to the exemption from registration set forth in Section 3(a)(10) thereof.

  • The WTW Board, which has been so advised by Goldman Sachs as to the financial terms of the Proposed Combination, considers the terms of the Proposed Combination to be fair and reasonable.

  • The Proposed Combination is expected to be accretive to Aon adjusted EPS in the first full year of combination and to result in approximately 5 to 10 per cent.

  • Similarly, Purchaser would also bear all of the risk of losses generated by SPIL's operations and any decrease in the value of SPIL after the Proposed Combination.

  • The WTW Shares will be acquired pursuant to the Proposed Combination fully paid and non-assessable and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this Announcement or subsequently attaching or accruing to them.

Related to Proposed Combination

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • UNE Combination means a combination of two (2) or more Unbundled Network Elements that were or were not previously combined or connected in CenturyLink's network, as required by the FCC, the Commission or this Agreement.

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Business Combination Transaction means:

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Proposed Transaction is defined in Section 6.2(a).

  • Proportional Takeover Bid means an off-market bid that is made or purports to be made under section 618(1)(b) of the Corporations Act in respect of a specified proportion of shares included in a class of shares in the Company; and

  • Acquisition Transaction means any transaction involving:

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Proposed Change has the meaning assigned to such term in Section 9.02(c).

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).