Short Form Threshold definition

Short Form Threshold shall have the meaning set forth in Section 1.03(b).
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Short Form Threshold shall have the meaning ascribed thereto in Section 2.7 hereof.
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Short Form Threshold. Section 1.7
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Examples of Short Form Threshold in a sentence

  • Notwithstanding the foregoing, Merger Subsidiary shall, if requested by the Company, provide for a subsequent offering period (and one or more extensions thereof) (“Subsequent Offering Period”) of up to 20 Business Days, in accordance with Rule 14d-11 of the 1934 Act, if, at the commencement of the Subsequent Offering Period, (x) the Short Form Threshold has not been reached and (y) the Top-Up Option is not exercisable hereunder in accordance with its terms.

  • In the event that Purchaser shall acquire sufficient Shares to meet the Short Form Threshold, whether pursuant to the Offer or otherwise, the parties hereto agree, subject to the terms and conditions hereof, to take all necessary and appropriate action to cause the Merger to become effective without a meeting of the Company’s shareholders as soon as practicable after Purchaser meets the Short Form Threshold, in accordance with Section 11.05 of the MBCA.

  • If the Short Form Threshold has not been reached, then as promptly as practicable after (and in any event within ten (10) Business Days following) the Acceptance Time, the Company shall prepare and file with the SEC the Proxy Statement.

  • The Company shall make available to Parent and Merger Subsidiary all information reasonably requested by them to enable them to calculate the number of Shares required for Parent and Merger Subsidiary to reach the Short Form Threshold.

  • Notwithstanding anything to the contrary set forth in this Agreement, in the event that Merger Sub shall own a number of shares of Company Common Stock (including any Top-Up Option Shares) that meets or exceeds the Short Form Threshold, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time without a Company Shareholders Meeting in accordance with the applicable provisions of the TBCA.

  • Notwithstanding Section 2.6, in the event that Purchaser shall hold at least 90% of the outstanding shares of Company Common Stock pursuant to the Offer or otherwise (the “Short Form Threshold”), subject to the terms and conditions hereof, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after Purchaser obtains the Short Form Threshold without a meeting of stockholders of Company, in accordance with Section 253 of the DGCL.

  • In the event that Buyer or Merger Sub or any other Subsidiary of Buyer does not acquire a percentage of the issued and outstanding Capital Stock equal to the Short Form Threshold pursuant to the Initial Stock Sale or otherwise, then Buyer or Merger Sub or such other Subsidiary of Buyer, as applicable, shall deliver a consent to the adoption of the Merger pursuant to Section 228 of the DGCL as soon as is reasonably practicable after the Stock Sale Closing Time.

  • Notwithstanding anything to the contrary set forth in this Agreement, in the event that Merger Sub shall own a number of shares of Company Common Stock that meets or exceeds the Short Form Threshold, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time without a Company Shareholders Meeting in accordance with the applicable provisions of the TBCA.

  • Pursuant to the terms of the Merger Agreement, the Top-Up Option is exercisable only after the Acceptance Date and only if Adobe and its affiliates would hold at least 90% of the outstanding Shares following the exercise of the Top-Up Option and issuance of Shares pursuant thereto (the "Short Form Threshold").


More Definitions of Short Form Threshold

Short Form Threshold has the meaning set forth in Section 1.04(a).
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Short Form Threshold has the meaning set forth in Section 2.03.
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Short Form Threshold shall have the meaning set forth in Section 2.10.
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Short Form Threshold has the meaning set forth in Section 7.7(c).
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Short Form Threshold means that number of Shares necessary for Purchaser to be merged into the Company without a vote or consent of the Company’s shareholders in accordance with Section 11.05 of the MBCA.
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Short Form Threshold has the meaning assigned in Section 5.04(b).
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Related to Short Form Threshold

  • Stated Threshold means total losses under the shared loss agreements in the amount of $41,000,000.00.

  • Minimum Takedown Threshold shall have the meaning given in Section 2.1.4.

  • Minimum Threshold means the average daily yield on the 10 Year Treasury Note (as reported in the Bloomberg GT10 index) over the Award Period.

  • Bid threshold means the dollar amount set in N.J.S.A. 18A:18A-3, above which a Board shall advertise for and receive sealed bids in accordance with procedures set forth in N.J.S.A. 18A:18A-1 et seq.

  • Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).

  • Covered Debt Amount means, on any date, the sum of (x) all of the Revolving Credit Exposures of all Lenders on such date plus (y) the aggregate principal amount (including any increase in the aggregate principal amount resulting from payable-in-kind interest) of Other Covered Indebtedness outstanding on such date.

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the greater of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • Threshold means with respect to Party B: infinity.

  • Micro-purchase threshold means the dollar amount at or below which a district may purchase property or services using micro-pur- chase procedures. Generally, the micro-purchase threshold for pro- curement activities administered under federal awards is not to ex- ceed the amount set by the Federal Acquisition Regulations (FAR) at 48 C.F.R. Part 2, Subpart 2.1 [see below], unless a higher threshold is requested by the district and approved by the cogni- zant agency for indirect costs.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Election Deadline shall have the meaning set forth in Section 3.2.3.

  • Opt-Out Deadline means the deadline set by the Court for the timely submission of requests by Settlement Class Members to be excluded from the Settlement Class.

  • Filing Deadline Date has the meaning set forth in Section 2(a) hereof.

  • Initial Filing Deadline means the date which is thirty (30) calendar days after the Closing Date.

  • Additional Filing Deadline means if Cutback Shares are required to be included in any Additional Registration Statement, the later of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the most recent Additional Effective Date, as applicable.

  • Initial Required Registration Amount means (I) the sum of (i) the number of Common Shares and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants, without regard to any limitations on exercise of the Warrants or (II) such other amount as may be permitted by the staff of the SEC pursuant to Rule 415.

  • Voter registration deadline means the registration deadline provided in Section 20A-2-102.5.

  • Voting Deadline means the deadline for submitting Ballots to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code that is specified in the Disclosure Statement, the Ballots or related solicitation documents approved by the Bankruptcy Court.

  • Registration Deadline means the day falling 90 Registration Business Days after the Issue Date;

  • Required Registration Amount means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable.

  • Piggy-Back Registration. At any time after 180 days from the date hereof that all of the Shares may not be resold by the Holder pursuant to an exemption from registration under the Securities Act upon exercise on a cashless basis and unless all of the Ordinary Shares underlying the Purchase Warrant (collectively, the “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the right, until the Expiration Date, or the maximum time allowable under FINRA Rule 5110(g)(8), whichever is the earlier, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the Act or pursuant to Forms S-8, F-3, F-4 or any equivalent forms); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Registrable Securities which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit; and further provided that no such piggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Purchase Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The Holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.1.

  • Closing Deadline means the date and time specified on the RFP Cover Page or any Addenda issued by TO LIVE, as the date and time by which Proponents must submit their Proposal;

  • Cutback asphalt means asphalt cement which has been liquefied by blending with petroleum solvents (diluents). Upon exposure to atmospheric conditions, the diluents evaporate, leaving the asphalt cement to perform its function.

  • L/C Amount means the sum of (i) the aggregate face amount of any issued and outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.

  • Maximum Offering Amount means have the meaning set forth in the recitals hereto.