Public Acquiror definition

Public Acquiror means an entity that as of the consummation of the transaction in question (i) is not a subsidiary of LTC and (ii) either has outstanding a class of equity security that is Publicly Traded or is a subsidiary of an entity that has outstanding a class of equity security that is Publicly Traded.
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Public Acquiror means a Person, other than the Corporation, whose shares are listed on a stock exchange, quoted on quotation system or traded on an over-the-counter market.
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Examples of Public Acquiror in a sentence

  • In the event LTC determines to enter into an Acquisition Transaction with a Private Acquiror or a Public Acquiror, LTC shall take all such steps as may be required to cause the terms and provisions of this Agreement to be binding upon LTC's successors and assigns resulting from such Acquisition Transaction.

  • With respect to each Public Acquiror Fundamental Change, the Company is permitted to make only one election, and the Company is prohibited from changing that election once the Company has first mailed any such notice or made any such public announcement or publication.

  • However, if the Company elects to change the conversion right as described in paragraph (c) of this Section 4.13 in connection with a Public Acquiror Fundamental Change that is ultimately not consummated, then the Company shall not be obligated to give effect to that particular election.

  • If the Company elects to change the conversion right pursuant to this paragraph (c), the change in the conversion right will apply to all Holders from and after the Effective Date of the Public Acquiror Fundamental Change, and not just those Holders, if any, that convert their Securities during the period described in paragraph (a) of this Section 4.13.

  • If the Public Acquiror Fundamental Change is also an event that requires the Company to make another adjustment to the Conversion Rate pursuant to Section 4.03, then the Company shall also give effect to that adjustment.

  • Section 3.08 Repurchase Of Securities At Option Of The Holder Upon a Change of Control; Public Acquiror Change of Control.

  • If a Public Acquiror Fundamental Change occurs, the right to convert a Security into Cash or Cash and shares of Common Stock, as the case may be, may be changed as provided in 0 of the Indenture at the election of the Company.

  • If a Public Acquiror Fundamental Change occurs, the right to convert a Security into (NY) 20543/090/INDENTURE/arm.indenture.doc Cash or Cash and shares of Common Stock, as the case may be, may be changed as provided in Section 4.13(c) of the Indenture at the election of the Company.

  • However, if the Company elects to change the conversion right as described in paragraph 0 of this 0 in connection with a Public Acquiror Fundamental Change that is ultimately not consummated, then the Company shall not be obligated to give effect to that particular election.

  • If the Company elects to change the conversion right pursuant to this paragraph 0, the change in the conversion right will apply to all Holders from and after the Effective Date of the Public Acquiror Fundamental Change, and not just those Holders, if any, that convert their Securities during the period described in paragraph Error! Reference source not found.

Related to Public Acquiror

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Public Art means art that shall be accessible to the public, and includes all forms of original creations of visual art, conceived in any medium, material, or combination thereof, including paintings, drawings, stained glass, and murals in any media; statues, bas relief, mobile, kinetic, electronic, neon, or other sculptures; environmental artworks; fountains, arches or other structures intended for ornament; integrated and functional architectural elements of a structure; video and other media-based works; inscriptions, fiber works, carvings, mosaics, photographs, drawings, collages, textile works and prints; crafts, both decorative and utilitarian in clay, fiber, wood, metal, glass, stone, plastic and other materials; artist-designed public spaces and functional elements which are either a part of a larger project or a separate entity in and of itself.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Certified public accountant means an individual who is either of the following:

  • Independent Certified Public Accountant means a person duly registered in good standing and entitled to practice as a certified public accountant under the laws of the place of his residence or principal office and who is in fact independent. In determining whether an accountant is independent with respect to a particular person, appropriate consideration should be given to all relationships between the accountant and that person or any affiliate thereof. Determination of an accountant’s independence shall not be confined to the relationships existing in connection with the filing of reports with the awarding authority.

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company'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 the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • Qualified Public Offering means the sale by the Company, in an ------------------------- underwritten public offering registered under the 1933 Act, of shares of the Company's Common Stock having an aggregate offering value of at least $10 million and where the per share price to the public multiplied by the number of shares of Common Stock issued under the Purchase Agreement and this and the other Executive Stock Agreements (adjusted for stock splits and other recapitalizations) is at least $30,000,000.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Practice of public accounting means the performance or the offering to perform, by a person holding oneself out to the public as a certified public accountant or a licensed public accountant, one or more kinds of professional services involving the use of accounting, attest, or auditing skills, including the issuance of reports on financial statements, or of one or more kinds of management advisory, financial advisory, or consulting services, or the preparation of tax returns or the furnishing of advice on tax matters. However, with respect to licensed public accountants, the “practice of public accounting” shall not include attest or auditing services or the rendering of an opinion attesting to the reliability of any representation embracing financial information.

  • Public access means that the public can inspect and obtain a copy of the information in a court record.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Registered Public Accounting Firm has the meaning specified in the Securities Laws and shall be independent of the Borrower as prescribed by the Securities Laws.

  • public accountant means a person who is registered or deemed to be registered under the Accountants Act (Cap. 2) as a public accountant;

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Public Company means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Parent SEC Reports has the meaning set forth in Section 4.5(a).

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.

  • MergerSub has the meaning set forth in the preamble hereto.

  • Parent SEC Documents has the meaning set forth in Section 4.6(a).

  • Public adjuster means the insurance adjusters who do not work for any insurance company. They work for the insured to assist in the preparation, presentation and settlement of the claim. The insured hires them by signing a contract agreeing to pay them a fee or commission based on a percentage of the settlement, or other method of compensation.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Specified public utility means an electrical corporation, gas corporation, or telephone corporation, as those terms are defined in Section 54-2-1.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.