Reverse Merger Transaction definition

Reverse Merger Transaction means a merger, reverse merger, acquisition, consolidation, business combination or similar transaction between the Company or one of its subsidiaries or Affiliates and a special purpose acquisition company or other entity whose securities are publicly listed on the Principal Market, following which transaction (i) the shares of the special purpose acquisition company or other entity, the Company, or one of the Company’s subsidiaries or Affiliates are publicly listed on the Principal Market, or (ii) the applicable publicly listed person holds, owns or has the right to acquire, directly or indirectly, all or substantially all of the assets of the Company (and/or any of its subsidiaries or Affiliates), as determined on a consolidated basis prior to the consummation of the applicable transaction.

Reverse Merger Transaction means a reverse merger or similar transaction between the Company and a special purpose acquisition company whose securities are publicly listed on the Principal Market.

Reverse Merger Transaction means a reverse merger or similar transaction between the Company or one of its subsidiaries or Affiliates and a special purpose acquisition company or other company whose securities are publicly listed on the Principal Market, following which transaction the shares of the special purpose acquisition company, the Company or one of the Company’s subsidiaries or Affiliates are publicly listed on the Principal Market.

Examples of Reverse Merger Transaction in a sentence

• In the event of a Reverse Merger Transaction, this Agreement shall be automatically assigned to the Successor Company, and the Parties agree that the terms of this Agreement shall be construed to give effect to such assignment.

• In the event of a Reverse Merger Transaction, the Company’s rights and obligations under this Agreement shall be automatically assigned to the Successor Company, and the Parties agree that the terms of this Agreement shall be construed to give effect to such assignment.

• In connection with any IPO or Reverse Merger Transaction, Parent shall comply with all obligations and requirements to maintain the listing of Parent Common Stock on a National Securities Exchange for the duration of one hundred and eighty (180) days after the expiration of the period of restrictions on Transfer (as defined in the Option Agreement).

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• Notwithstanding the foregoing, or any other provision of the Share Purchase Agreement or this Option Agreement to the contrary, the final terms and conditions of any Reverse Merger Transaction or Sale of Control Transaction proposed to be entered into by the Company on or before the Closing Date shall be subject to the prior approval and consent of the Shareholders’ Representative.

More Definitions of Reverse Merger Transaction

Reverse Merger Transaction means the completion by Borrower of a reverse merger by Borrower into an existing public entity, with such public entity as the surviving entity, and private placement of equity in a public entity of the post-merger public entity’s common stock, provided that such existing public entity is not an operating company or the direct or indirect subsidiary of an operating company prior to the consummation of such reverse merger, and such existing public entity after the consummation of such reverse merger is not Controlled (either directly or indirectly) by a single Person or a group of Persons (as determined under the Securities Act of 1934) other than a single Person or a group of Persons that Controlled Borrower prior to the consummation of such reverse merger.

Reverse Merger Transaction means a merger, reverse merger, acquisition, consolidation, business combination or similar transaction between the Company or one of its subsidiaries or Affiliates and a special purpose acquisition company or other entity whose securities are publicly listed on the Principal Market, following which transaction (i) the shares of the special purpose acquisition company or other entity, the Company, or one of the Company’s subsidiaries or Affiliates are publicly listed on the Principal Market, or (ii) the applicable publicly listed person holds, owns or has the right to acquire, directly or indirectly, all or substantially all of the assets of the Company (and/or any of its subsidiaries or Affiliates), as determined on a consolidated basis prior to the consummation of the applicable transaction. For the avoidance of doubt, the Merger contemplated by the Merger Agreement shall constitute a Reverse Merger Transaction.

Reverse Merger Transaction means the merger of Borrower with and into a public company (or similar transaction) on terms and conditions and pursuant to arrangements satisfactory in all respects to, and that have been approved by, Agent. The inclusion of this definition does not constitute consent of Agent or any Lender to the Reverse Merger or any other transaction otherwise prohibited by this Agreement.”

Reverse Merger Transaction means the merger transaction contemplated by that certain Term Sheet executed on November 12, 2021, a copy of which is included in the Data Room.

Reverse Merger Transaction means the transaction whereby the Company (f.k.

Reverse Merger Transaction means the transaction whereby the Company will issue a certain number of shares of Common Stock in exchange for 100% of the ownership interest of MetaStat. Upon completion of the Reverse Merger Transaction, MetaStat will be the direct wholly owned subsidiary of the Company.

Reverse Merger Transaction means a transaction in which the Company directly or indirectly (a) merges or consolidates with, or in one or a series of related transaction sells all or substantially all of its assets to an entity that is required, or whose parent is a corporation that is required, to file reports pursuant to Section 13 or 15(d) under the Exchange Act (a “Public Company”) that is required to be accounted for by the Public Company as a “reverse acquisition” under GAAP; or (b) is sold by Parent or otherwise acquired by a Public Company in a transaction or business combination other than a merger or consolidation; and (c) at or about the time of any such transaction described in clauses (a) or (b), the Company and/or such Public Company sells securities for at least $1 million gross cash proceeds in a capital raising transaction (“Reverse Merger Financing”).