Reference Share Offer definition

Reference Share Offer means any tender offer or exchange offer made for 30% or more of the outstanding shares of a class or series of Reference Shares of a Reference Company or any consolidation, merger or statutory exchange involving a Reference Company in which an election is given to holders of Reference Shares as to the consideration to be received in the transaction.
Sample 1Sample 2Sample 3
Reference Share Offer means any tender offer or exchange offer made for all or a portion of a class of reference shares of a reference company. A “reference share offer” shall include a conversion or redemption by Sprint of less than all shares of Sprint PCS stock pursuant to Article Sixth, Section 7.1 of its Articles of Incorporation.
Sample 1Sample 2Sample 3
Reference Share Offer shall include a conversion or redemption by Sprint Corporation of less than all shares of Sprint PCS Stock pursuant to Article Sixth, Section 7.1 of its Articles of Incorporation or any conversion or redemption by Sprint Corporation of all shares of Sprint PCS Stock pursuant to Article Sixth, Section 7.1 or Section 7.2 of its Articles of Incorporation in which a holder of Sprint PCS Stock is given an election as to the consideration that he or she may receive.
Sample 1Sample 2Sample 3

Examples of Reference Share Offer in a sentence

  • In the event of a Reference Share Offer with respect to the Reference Property is made, the Reference Property shall be adjusted by the Reference Share Offer Adjustment.

  • If a Reference Share Offer is made, the Company shall, at its option, either: (i) during the pendency of the Reference Share Offer, increase the Early Exchange Ratio to 100% of the Reference Shares and, if the Company exercises this option prior to February 15, 2003, agree to pay to each exchanging Holder of a PHONES an amount equal to the Redemption Premium that would be owed to such Holder if the Company had redeemed the PHONES on the date of exchange; or (ii) make a Reference Share Offer Adjustment.

  • A "Reference Share Offer Adjustment" means including as part of a Reference Share each share of publicly traded equity securities, if any, deemed to be distributed on or in respect of a Reference Share as Average Transaction Consideration (as defined below) less the Reference Share Proportionate Reduction (as defined below).

  • The Company shall similarly be entitled to change such election for each further Reference Share Offer made during the pendency of any Reference Share Offer for the same class of Reference Shares.

  • For the purposes of these adjustments, a material change to the terms of an existing Reference Share Offer will be deemed to be a new Reference Share Offer.

  • If a Reference Share Offer is made, the Company shall, at its option, either: (i) during the pendency of the Reference Share Offer, change the Early Exchange Ratio to 100% of the Maximum Number of Reference Shares; or (ii) make a Reference Share Offer Adjustment.

  • A "Reference Share Offer" means any tender offer or exchange offer made for all or a portion of a class or series of Reference Shares of a Reference Company.

  • The Company shall give the Trustee notice of the Company's election in the event of a Reference Share Offer.

  • If the Company elects to change the Early Exchange Ratio to 100% of the Maximum Number of Reference Shares in connection with a Reference Share Offer, no Reference Share Offer Adjustment shall be made and the Company may not change such election if any further Reference Share Offer is made.

  • The Company shall give such notice no later than ten (10) Business Days before the scheduled expiration of the Reference Share Offer.


More Definitions of Reference Share Offer

Reference Share Offer means any tender offer or exchange offer made for 30% or more of the outstanding shares of a class or series of Reference Shares of a Reference Company or any consolidation, merger or statutory exchange involving a class or series of Reference Shares of a Reference Company in which an election is given to holders of such Reference Shares as to the consideration to be received in the transaction. A "Reference Share Offer" shall include a conversion or redemption by Sprint Corporation of less than all shares of Sprint PCS Stock pursuant to Article Sixth, Section 7.1 of its Articles of Incorporation or any conversion or redemption by Sprint Corporation of all shares of Sprint PCS Stock pursuant to Article Sixth, Section 7.1 or Section 7.2 of its Articles of Incorporation in which a holder of Sprint PCS Stock is given an election as to the consideration that he or she may receive.
Sample 1Sample 2
Reference Share Offer means any tender offer or exchange offer made for 30% or more of the outstanding shares of a class or series of Reference Shares of a Reference Company or any consolidation, merger or statutory share exchange involving a Reference Company in which an election is given to holders of Reference Shares as to the consideration to be received in the transaction.
Sample 1Sample 2
Reference Share Offer shall include a conversion or redemption by Sprint of less than all shares of Sprint PCS Stock pursuant to Article Sixth, Section
Sample 1
Reference Share Offer means any tender offer or exchange offer made for all or a portion of a class of Reference Shares of a Reference Company. If a Reference Share Offer is made, the Company may, at its option, either: (i) during the pendency of the Reference Share Offer, increase the Early Exchange Ratio to 100%; or (ii) make a Reference Share Offer Adjustment.
Sample 1
Reference Share Offer means any tender offer or exchange offer made for all or a portion of a class or series of Reference Shares of a Reference Company. If a Reference Share Offer is made, the Company shall, at its option, either: (i) during the pendency of the Reference Share Offer, increase the Early Exchange Ratio to 100% of the Reference Shares and, if the Company exercises this option prior to February 15, 2003, agree to pay to each exchanging Holder of a PHONES an amount equal to the Redemption Premium that would be owed to such Holder if the Company had redeemed the PHONES on the date of exchange; or (ii) make a Reference Share Offer Adjustment.
Sample 1

Related to Reference Share Offer

  • Reference Shares means, in respect of the exercise of Investor Cash Settlement Rights or Conversion Rights by a Bondholder, the number of Shares (rounded down, if necessary, to the nearest whole number of Shares) determined in good faith by the Calculation Agent by dividing the aggregate principal amount of the Bonds being the subject of the relevant exercise of Investor Cash Settlement Rights or Conversion Rights by the Conversion Price in effect on the relevant Conversion Date, except that where the Conversion Date falls on or after the date an adjustment to the Conversion Price takes effect pursuant to Sections 5.4(a)(i), (ii), (iv), (v), (vi), (viii), (ix) or (x) in circumstances where the relevant Delivery Date falls on or prior to the record date or other due date for establishment of entitlement in respect of the relevant event giving rise to such adjustment, then the Conversion Price in respect of such exercise shall be such Conversion Price as would have been applicable to such exercise had no such adjustment been made.

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Base Offer Segment means a component of a Sell Offer based on an existing Generation Capacity Resource, equal to the Unforced Capacity of such resource, as determined in accordance with the PJM Manuals. If the Sell Offers of multiple Market Sellers are based on a single Existing Generation Capacity Resource, the Base Offer Segments of such Market Sellers shall be determined pro rata based on their entitlements to Unforced Capacity from such resource.

  • Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • Reference Notice means a notice given to the Water Services Regulation Authority under paragraph 11 or 14 of Condition B;

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.

  • Real-time Offer means a new offer or an update to a Market Seller’s existing cost-based or market-based offer for a clock hour, submitted for use after the close of the Day-ahead Energy Market.

  • Early Preference Share Redemption Event means the event that occurs if:

  • Exchange Offer Registration Period means the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Preference Share means a preference share of a par value of US$0.0001 in the share capital of the Company.

  • Offer Price or Purchase (Public Offer) Price means the sum to be paid by the investor for purchase of one Unit, such price to be determined pursuant to this document.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

  • Issuance Notice Date means any Trading Day during the Agency Period that an Issuance Notice is delivered pursuant to Section 3(b)(i).

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Registered Exchange Offer means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

  • Subsequent Fixed Rate Period means for the initial Subsequent Fixed Rate Period, the period commencing on July 1, 2020 and ending on and including June 30, 2025 and for each succeeding Subsequent Fixed Rate Period, the period commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period and ending on and including June 30 in the fifth year thereafter.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • Participating Share or “Share” means the Participating Shares of no par value in the

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;