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 Qwest's network, as required by the FCC, the Commission or this Agreement.

  • Business Combination means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders.

  • Business Combination Transaction means:

  • Takeover Bid or ‘Bid’ means a public offer, other than by the Offeree Company itself, made to the holders of the Securities of a Company to acquire all or some of those Securities, whether mandatory or voluntary, which follows or has, as its objective, the acquisition or Control of the Offeree Company.

  • 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.

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • 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 has the meaning set forth in Section 5.09(a).

  • Proposed Portfolio The portfolio of Collateral Obligations and Eligible Investments resulting from the proposed purchase, sale, maturity or other disposition of a Collateral Obligation or a proposed reinvestment in an additional Collateral Obligation, as the case may be.

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • 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 Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Serviced Loan Combination A Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Loan Combinations related to the Trust as of the Closing Date are the Loan Combinations as to which “Serviced” is set forth in the Loan Combination Table under the column heading “Servicing Type,” together with any Servicing Shift Loan Combinations. A Servicing Shift Loan Combination will no longer be a Serviced Loan Combination on and after the related Servicing Shift Date.

  • Proposed Acquirer means a Person proposed by a Respondent (or a Divestiture Trustee) to the Commission and submitted for the approval of the Commission as the acquirer for particular assets or rights required to be assigned, granted, licensed, divested, transferred, delivered or otherwise conveyed pursuant to this Order.

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

  • Alternate Transaction shall have the meaning assigned to such term in Section 6.7(iii) hereof.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • 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).