Qualifying Business Combination definition

Qualifying Business Combination means an amalgamation, arrangement, consolidation, exchange, merger or other business combination requiring the approval of our shareholders entitled to vote thereon (other than Pro Rata Transactions), pursuant to which (i) the holders of the Subordinate Voting Shares have the right to receive, or the right to elect to receive (A) the same form of consideration, if any, as the holders of the Multiple Voting Shares and (B) an amount of consideration at least equal to the value of the highest consideration, if any, on a per share basis as the holders of the Multiple Voting Shares are entitled to receive or elect to receive, and (ii) no holder of Multiple Voting Shares is entitled to receive a collateral benefit.

Qualifying Business Combination has the meaning set forth in Section 13.

Qualifying Business Combination means a Business Combination, other than a Pro Rata Transaction, pursuant to which (i) the holders of the Subordinate Voting Shares shall have the right to receive, or the right to elect to receive, the same form of consideration, if any, as the holders of the Multiple Voting Shares and the holders of the Subordinate Voting Shares shall have the right to receive, or the right to elect to receive, an amount of consideration at least equal to the value of the highest consideration, if any, on a per share basis as the holders of the Multiple Voting Shares are entitled to receive or elect to receive, and (ii) no holder of Multiple Voting Shares is entitled to receive a collateral benefit.

Examples of Qualifying Business Combination in a sentence

• If the Warrantholder (i) does not provide such notice within five (5) Business Days after receiving the Corporation’s written notice described above in this Section 13, or (ii) elects a Cash Exercise but does not pay the applicable Exercise Price for the Warrant Shares thereby purchased to the Corporation upon the consummation of such Qualifying Business Combination then, in either such case, the Corporation shall effect the exercise of this Warrant through a Cashless Exercise.

• In the event that any Participant's service as a director of the Corporation is terminated for any reason in connection with, or within one year after a Qualifying Business Combination (as defined below), notwithstanding any other provision of this Plan, such Participant's Options shall immediately vest and become non-forfeitable, but shall remain exercisable in accordance with the time periods set forth in Section 6A above.

• The price per share of Common Stock for purposes of subsections 2.2(e), 2.2(f)(i), 2.2(g) and 2.2(h)(i) shall be deemed to be the Current Market Price of the Consideration Securities (plus any cash, if applicable) deliverable with respect to each share of Common Stock as of the closing date of the Qualifying Business Combination and such Current Market Price shall be deemed to be the value of the Consideration Securities.

• The exercise price of the New Warrant shall be calculated by dividing the Exercise Price by the Exchange Ratio of the Qualifying Business Combination.

• If you terminate your employment with the Company with Good Reason (as defined in the Option Plan) following a Qualifying Business Combination (as defined in the Option Plan), you will also be entitled to receive the severance payments described in the preceding sentence.

• The New Warrant shall have provisions which are substantially identical to those of the Warrant, except that the New Warrant shall authorize the Holder to purchase the amount of any Consideration Securities and/or amount of other any other property which is calculated by multiplying the Exchange Ratio of the Qualifying Business Combination by the number of shares issuable under the Warrant.

• The New Warrant shall have provisions which are substantially identical to those of the Warrant, except that the New Warrant shall authorize the Holder to purchase the amount of any Consideration Securities and/or any such other property which is calculated by multiplying the amount of any such Consideration Securities and/or any amount of other property exchanged per share of Common Stock ("Exchange Ratio") in the Qualifying Business Combination by the number of shares then issuable under the Warrant.

• The cash price per share for purposes of subsections 2.2(c), 2.2(d), 2.2(g) and 2.2(h) shall be the highest 9 10 amount of cash received or receivable per share of Common Stock by any holder of the Common Stock as a result of the Qualifying Business Combination.

• The Seller shall give prompt written notice to the Buyer in the event that it, or its stockholders, enter into any such agreement or other binding obligation or understanding with respect to, or if it or they consummate, any Qualifying Business Combination.

• In the event of a Qualifying Business Combination (i) at a price per share of Common Stock which is less than 120% of the Exercise Price in which the sole consideration is Public Securities or (ii) in which the sole consideration is either securities which are not Public Securities and/or other property, then the Warrant shall be exchanged for a Warrant to purchase any such Consideration Securities and/or any such other property (the "New Warrant").

More Definitions of Qualifying Business Combination

Qualifying Business Combination means (a) a sale of all or substantially all of the assets of the Company in connection with which the holders of Common Stock receive cash, securities or other property, (b) a sale of all the outstanding Common Stock of the Company for cash, securities or other property, (c) a merger or consolidation pursuant to which all of the outstanding Common Stock of the Company prior to such transaction is converted into cash, securities or other property; provided that (i) the purchaser of the assets or Common Stock of the Company in clause (a) or (b) was not a Related Party of the Company prior to such sale, (ii) no corporation or other entity which is a party to or whose securities are being delivered in connection with any merger or consolidation referred to in clause (c) (other than the Company and any Subsidiary of the Company) was a Related Party of the Company prior to such transaction, (iii) the terms of such sale, merger or consolidation were negotiated on an arm's length basis, and (iv) the Company shall have provided the Holder with written notice in accordance with Section 7.1 of the Qualifying Business Combination at least 30 days prior to the anticipated closing date thereof, which notice shall specify the anticipated result under Section 2.2 hereof.

Qualifying Business Combination means the consummation of any transaction (whether effected by way of merger, share exchange, asset sale, share sale, reorganisation, contribution, consolidation or similar business combination) with a SPAC or other listed entity which results in a Group Company (or a new company formed for the purpose) (including any direct or indirect parent company or corporate successor (including a subsidiary) of a Group Company) becoming listed on a Qualifying Exchange and/or any shareholder in a Group Company prior to such transaction holding, following completion of the relevant transaction, any of the publicly listed securities (or securities convertible or exchangeable into, or exercisable for, any such publicly listed securities) in the surviving entity (including any direct or indirect parent entity or corporate successor (including any subsidiary) of the surviving entity) which becomes listed or remains listed on a Qualifying Exchange in respect of such transaction;

Qualifying Business Combination means an amalgamation, arrangement, consolidation, exchange, merger or other business combination requiring the approval of our shareholders entitled to vote thereon (other than Pro Rata Transactions), pursuant to which (i) the holders of the Subordinate Voting Shares have the right to receive, or the right to elect to receive

Qualifying Business Combination means a Business Combination not inconsistent in any material respect with the terms of the Agreement which has been recommended by the LRPC and pursuant to which an opinion acceptable to the LRPC is issued to the Company by a nationally recognized investment banking firm with respect to the fairness, from a financial point of view, to the Shareholders of the consideration offered to them under an agreement providing for such Business Combination ("Business Combination Agreement").

Qualifying Business Combination means any Business Combination in which the Qualifying Consideration payable to the Seller and/or its stockholders, directly and indirectly, is equal to or greater than $74 million. Qualifying Consideration means, with respect to any Qualifying Business Combination, the total aggregate gross proceeds and other consideration paid to or received by the Company or the Company’s stockholders and to be paid to or received by the Company or the Company’s stockholders (which shall be deemed to include all amounts paid or to be paid into escrow, all amounts retained or otherwise held back, all amounts payable pursuant to earn-out provisions and all other contingent payments), including (i) cash, (ii) the full value of all notes, securities and other property, (iii) all liabilities and obligations (including any Indebtedness) of the Company and its stockholders assumed or to be assumed by the acquiror in connection with such transaction, and (iv) the full value of any securities or assets of the Company retained by the Company or its stockholders upon the consummation of the Qualifying Business Combination.