Short Form Merger Threshold definition

Short Form Merger Threshold means the number of shares required in accordance with applicable law to permit the Merger to occur without a vote of the shareholders of Gxxxxx’x.
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Short Form Merger Threshold has the meaning assigned to such term in Section 2.1(b).
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Examples of Short Form Merger Threshold in a sentence

  • The Merger Agreement complies with, and, if the Short Form Merger Threshold has been obtained, the Acquisition has been (or, if the Short Form Merger Threshold has not been obtained, will be at the time thereof) consummated in accordance with, all applicable laws.

  • In the event the Short Form Merger Threshold is not attained on or before the Closing Date, the Borrower and Acquirer shall extend the Tender Offer in accordance with Section 3.13 of the Merger Agreement by means of a Subsequent Offering Period (as defined in the Merger Agreement).

  • If at any time the Short Form Merger Threshold is attained, or a favorable vote of the shareholders of Gxxxxx’x is obtained, the Acquirer shall consummate the Merger as soon as practicable thereafter.

  • If the Short Form Merger Threshold has been obtained on or prior to the Closing Date, the Acquisition and the other Transactions, contemporaneously with the Revolving Credit Advance to be made on the Closing Date, shall have been consummated in accordance with the terms of the Merger Agreement and the other Transactions Documents.

  • If at any time the Short Form Merger Threshold is attained, or a favorable vote of the shareholders of Xxxxxx’x is obtained, the Acquirer shall consummate the Merger as soon as practicable thereafter.

  • If at any time the Short Form Merger Threshold is attained, or a favorable vote of the shareholders of Galyan’s is obtained, the Acquirer shall consummate the Merger as soon as practicable thereafter.

Related to Short Form Merger Threshold

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • First Merger has the meaning set forth in the Recitals.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

  • Second Merger has the meaning set forth in the Recitals.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • Base Merger Consideration means $1,200,000,000.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).