Rule 13e-3 definition

Rule 13e-3 shall have the meaning ascribed to such term in Section 2.1 hereof.
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Rule 13e-3 shall have the meaning set forth in Section 3.8.
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Rule 13e-3 has the meaning set forth in Section 2.1(e)(ii).
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Examples of Rule 13e-3 in a sentence

  • Rule 13e-3 under the Exchange Act is applicable to certain “going private” transactions and may under certain circumstances be applicable to the Merger.

  • However, Rule 13e-3 will be inapplicable if (a) the Shares are deregistered under the Exchange Act prior to the Merger or another business combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer.

  • Withdrawal Rights" and the purchase of all such units would result in (i) a "Rule 13e-3 transaction" within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act") , or (ii) there being less than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner (subject to any necessary adjustment for fractional units).

  • Withdrawal Rights" and the purchase of all such units would result in (i) a "Rule 13e-3 transaction" within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act"), or (ii) there being fewer than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner (subject to any necessary adjustment for fractional units).

  • Neither Parent nor Purchaser believes that Rule 13e-3 will be applicable to the Merger.

  • Rule 13e-3 under the Exchange Act is applicable to certain "going private" transactions.

  • Withdrawal Rights" and the purchase of all such units would result in (i) a "Rule 13e-3 transaction" within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act"), or (ii) there being less than 320 unitholders, we will purchase only 99% of the total number of units so tendered by each limited partner (subject to any necessary adjustment for fractional units).

  • If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the proposed transaction and the consideration offered to minority stockholders in the transaction be filed with the SEC and disclosed to stockholders prior to the consummation of the transaction.

  • Rule 13e-3 under the Exchange Act is applicable to certain "going private" transactions and may under certain circumstances be applicable to the Merger.

  • However, Rule 13e-3 will be inapplicable if (i) the Shares are deregistered under the Exchange Act prior to the Merger or another business combination or (ii) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer.

Related to Rule 13e-3

  • Schedule 13E-3 has the meaning specified in Section 4.2(a).

  • Schedule 14D-9 has the meaning set forth in Section 1.02(a).

  • Rule 134 “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430A,” “Rule 430B,” “Rule 433” and “Rule 462” refer to such rules under the Act.

  • Rule 433 and “Rule 462” refer to such rules under the Act.

  • 1933 Act Regulations means the rules and regulations of the Commission under the 1933 Act.

  • Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

  • Schedule TO shall have the meaning set forth in Section 2.1(b).

  • Rule 430A Information means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A.

  • Rule 462 refer to such rules under the Act.

  • Exchange Act Regulations means the General Rules and Regulations under the Exchange Act.

  • Rule 430B Information means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • Rule 430A and "Rule 462" refer to such rules under the Act.

  • Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

  • Free Writing Prospectus means a free writing prospectus, as defined in Rule 405.

  • Offer Documents has the meaning set forth in Section 1.01(h).

  • Rule 173 “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • SEC means the Securities and Exchange Commission.

  • Proxy Statement has the meaning set forth in Section 6.03(a).

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

  • 1934 Exchange Act means the Securities Exchange Act of 1934 of the United States, as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted or replaced;

  • Form S-4 has the meaning set forth in Section 6.5(a).

  • 1934 Act Regulations means the rules and regulations of the Commission under the 1934 Act.