Rule 13e-3 Transaction definition

Rule 13e-3 Transaction means a Rule 13e-3 transaction as defined in Rule 13e-3 promulgated under the Exchange Act.

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Rule 13e-3 Transaction shall have the meaning set forth in Section 7.1.

Rule 13e-3 Transaction means any transaction described in Rule 13e-3(a)-3 promulgated under the Securities and Exchange Act of 1934, as amended. “Termination” (and any similar, capitalized use of the term, such as “Terminate”) means, according to the context, the termination of this Agreement or the Employee’s ceasing to render employment services.

Examples of Rule 13e-3 Transaction in a sentence

• The Master Servicer shall pay the costs of enforcing the obligations of a Sub-Servicer at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

• The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, as amended or supplemented, the “Schedule 13e-3”) relating to the transactions contemplated by this Agreement.

• Parent will furnish to the Company the information relating to Parent or Purchaser required by the 1934 Act to be set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) and a Rule 13e-3 Transaction Statement on Schedule 13E-3 to be filed by the Company (together with any amendments, supplements and exhibits thereto, the “Company Schedule 13E-3”).

• The parties shall cooperate and promptly prepare and the appropriate party shall file with the SEC as soon as practicable any other filings required under the Exchange Act ("Additional Filings"), including without limitation, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger to be filed jointly by Seller, Parent and Buyer, together with any required amendments thereto.

• The Company and Parent shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) relating to the transactions contemplated by this Agreement.

• For a period of five years from the Effective Date, the Company will use its best efforts to maintain the registration of the Common Stock under the provisions of Section 12 of the Exchange Act; provided, however, that the Company shall not be in breach of this covenant if the Company consummates a "Rule 13e-3 Transaction" (as such term is defined in Rule 13e-3 promulgated under the Exchange Act).

• Concurrently with the filing of the Schedule TO, the Company will (i) file with the SEC and mail to the holders of Shares a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9") and (ii) file on the date the Offer is commenced a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer (the "Company Schedule 13E-3").

• For a period of five years from the date hereof, the Company will use its best efforts to maintain the listing by the AMEX of the Common Shares; provided, however, that the Company shall not be in breach of this covenant if the Company consummates a "Rule 13e-3 Transaction" (as such term is defined in Rule 13e-3 promulgated under the Securities Exchange).

• The proxy statement of the Company to be filed with the SEC in connection with the Merger (the “Company Proxy Statement”) and any amendments or supplements thereto and the Rule 13e-3 Transaction Statement on Schedule 13E-3 to be filed jointly by the Company and Parent (the “Schedule 13E-3”) and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act.

• The parties shall cooperate -36- 45 and promptly prepare and the appropriate party shall file with the SEC as soon as practicable any other filings required under the Exchange Act ("Additional Filings"), including a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger to be filed jointly by Seller, Parent and Buyer, together with any required amendments thereto.

More Definitions of Rule 13e-3 Transaction

Rule 13e-3 Transaction means a transaction involving the Company that would be deemed a "going private transaction" under Rule 13e-3 of the Exchange Act; provided, however, that for purposes of this definition the Founders shall be deemed "affiliates" of the Company for purposes of Rule 13e-3.

Rule 13e-3 Transaction has the meaning given to such term in Rule 13e-3(a)(3) of the Exchange Act. “Securities” means the Shares and the Conversion Shares.

Rule 13e-3 Transaction means any transaction initiated by Sibelco or any of the Sibelco-related Parties or Representatives that would qualify as a “Rule 13e-3 transaction” as defined in Rule 13e-3 of the Exchange Act;

Rule 13e-3 Transaction shall have the meaning set forth in Rule 13e-3 under the Exchange Act.