Shire Acquisition definition

Shire Acquisition has the meaning set forth in the recitals hereto.
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Shire Acquisition means the offer whereby the Company will acquire the entire issued and to be issued ordinary share capital of Shire plc, pursuant to the Co-operation Agreement. “specially-related person of the Company” has the meaning specified in Section 9.5.
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Examples of Shire Acquisition in a sentence

  • Shire, Acquisition Sub and Xxxxxxx have caused this Agreement to be executed and delivered by their respective duly authorized officers, all as of the date first above written.

  • If (i) the Shire Acquisition has not been consummated on or prior to the Long Stop Date or (ii) the Company otherwise publicly announces that the Shire Acquisition will not be consummated, then the Company will be required to redeem all outstanding Notes on the Special Mandatory Redemption Date at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date.

  • The respective obligation of each party to effect the Merger is subject to the Shire Acquisition having become Effective prior to the Effective Time.

  • These shares, ranking pari passu in all respects with the existing shares in issue, have been issued pursuant to the exchange of certain Exchangeable Shares in Shire Acquisition Inc., in accordance with the terms of the Merger Agreement with BioChem Pharma Inc.

  • Upon the consummation of the Shire Acquisition, the foregoing provisions regarding the special mandatory redemption will cease to apply.

  • On or before the Closing Date, the Purchaser and Shire Acquisition Inc.

  • Nothing in this Section Shire Acquisition Proposals shall (x) permit Shire or BioChem to terminate this Agreement (except as specifically provided in Article VII hereof) (y) affect any other obligation of Shire under this Agreement.

  • Changes in number of our group companies were as follows:During the three-month period ended June 30, 2020, Takeda added 1 subsidiary while deconsolidated 18 entities due to the mergers and liquidations of subsidiaries acquired in the acquisition of Shire plc (the "Shire Acquisition").

  • In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission (the "Report"), I, Lloyd A.

  • The presence of common factual questions necessitates transfer under § 1407 in order to prevent duplication of discovery and eliminate the possibility of inconsistent pretrial rulings.

Related to Shire Acquisition

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;

  • Acquisition means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • date of acquisition means the date of acquisition required for accounting purposes;

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.