Qualified Business Combination means a Business Combination immediately following which (i) the individuals and entities that Beneficially Owned the Outstanding Corporation Voting Stock immediately prior to such Business Combination Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such Business Combination (including, without limitation, a corporation 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 voting power of the Outstanding Corporation Voting Stock, and (ii) no Person (excluding the Investor and its Affiliates) either (x) Beneficially Owns, directly or indirectly, more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of such entity than the Investor and its Affiliates so Beneficially Own, and the Investor and its Affiliates shall Beneficially Own, directly or indirectly, more than 17.5% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of such entity, or (y) Beneficially Owns, directly or indirectly, 25% or more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of such entity.
Qualified Business Combination means a Business Combination immediately following which: (i) the individuals and entities that were the Beneficial Owners of Common Stock outstanding immediately prior to such Business Combination Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or indirectly through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the voting power of Common Stock, and (ii) no Person or Group (excluding the CD&R Investor Group and their Affiliates) either (x) Beneficially Owns, directly or indirectly, more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of such entity than the CD&R Investor Group and their Affiliates so Beneficially Own, and, solely in the case of the application of this definition for purposes of clause (iii) of Section 4.1(a), the CD&R Investor Group and their Affiliates shall Beneficially Own, directly or indirectly, more than 17.5% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of such entity, or (y) Beneficially Owns, directly or indirectly, 25% or more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of such entity.
Qualified Business Combination means a Business Combination immediately following which: (i) the individuals and entities that were the Beneficial Owners of the Common Stock and Non-Common Voting Stock outstanding immediately prior to such Business Combination Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or indirectly through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the voting power of the Common Stock and Non-Common Voting Stock, and (ii) no Person or Group (excluding the Investor and its Affiliates) either (x) Beneficially Owns, directly or indirectly, more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of such entity than the Investor and its Affiliates so Beneficially Own, and, solely in the case of the application of this definition for purposes of clauses (iii) and (iv) of Section 4.1(a), the Investor and its Affiliates shall Beneficially Own, directly or indirectly, more than 17.5% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of such entity, or (y) Beneficially Owns, directly or indirectly, 25% or more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of such entity.
Examples of Qualified Business Combination in a sentence
In the event that the Company fails to complete a Business Combination by the Qualified Business Combination Deadline, the undersigned will take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably practicable.
In the event that the Company fails to complete a Business Combination by the Qualified Business Combination Deadline, the undersigned will take all reasonable actions within its power to cause the Company to liquidate as soon as reasonably practicable.
The undersigned agrees to be a member of the board of directors of the Company until the earlier of (a) the completion by the Company of a Qualified Business Combination, or (b) the distribution of all amounts held in the Trust Fund following the failure by the Company to complete a Qualified Business Combination by the Qualified Business Combination Deadline.
The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination by the Qualified Business Combination Deadline (such terms as defined in the Offering Circular).
The price per share subject to such Repurchase Right shall be the lesser of $5.50 and the total amount of funds held in the Trust Fund as of the Qualified Business Combination Deadline (including any net interest), divided by the aggregate number of IPO Shares as to which Electing Stockholders have duly exercised Repurchase Rights.
More Definitions of Qualified Business Combination
Qualified Business Combination means Theraplant Business Combination and the True Harvest Business Combination meeting the 80% fair market value test as provided in Greenrose’s Amended and Restated Certificate of Incorporation.
Qualified Business Combination has the meaning given to it in the offering circular of the Company dated on or around the date here of (the “Offering Circular”). On the expiry of the Escrow Period, the Escrow Agent shall, disburse each of the Founding Stockholder’s Escrow Shares to such Founding Stockholder; provided, however, that, prior to the expiry of the Escrow Period, if the Escrow Agent is notified in writing by the Company that the Company:
Qualified Business Combination. A Business Combination which, either on its own or which when combined with all of the Company’s previous Business Combinations, has an aggregate Transaction Value of at least 50% of the initial amount placed in the Trust Fund (including such funds as are deposited in the Trust Fund immediately following the end of the Stabilisation Period) (as more fully described in the Offering Circular).
Qualified Business Combination means (i) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the share capital of the Company immediately prior to such consolidation, merger or reorganization continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred; or (iii) the consummation of a transaction or series of related transactions (whether by acquisition, merger, consolidation, amalgamation, reorganization or other business combination), whereby an entity, including a special purpose acquisition company (“SPAC”), acquires equity interests of the Company (or any surviving or resulting company) and the shares of the successor company following any such business combination are publicly listed on any stock exchange[, in each case of (i), (ii), or (iii) above, other than in connection with the transactions set forth in the BCA]7.
Qualified Business Combination. A business combination with ------------------------------ a target business or businesses which, either by itself or when combined with the Company's previous business combinations, has an aggregate transaction value of at least 50% of the amount placed into trust in connection with the Offering (as more fully described in the Offering Circular).
Qualified Business Combination means any Business Combination immediately following which 50% or more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or similar governing body (or the ability to designate a majority of the directors or a similar governing body)) of the entity resulting from such transaction (including, without limitation, a corporation 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) is Beneficially Owned, directly or indirectly, by CD&R Investor or its Permitted Affiliate Transferees.
Qualified Business Combination means a Business Combination which, when combined with all of the Company’s previous Business Combinations, has an aggregate Transaction Value of at least 50% of the sum of (i) the initial amount of the Trust Fund and (ii) such amounts as are deposited in the Trust Fund following the Stabilisation Period;