Strategic Merger definition

Strategic Merger means a merger or other business combination involving this Corporation (a) in which the Class A Holders are entitled to retain or receive, as the case may be, voting equity securities of the surviving parent entity in exchange for or in respect of (by conversion or otherwise) such Class A Stock, with an aggregate Fair Market Value equal to at least 75% of the sum of (i) the Fair Market Value of all consideration which such Class A Holders have a right to receive with respect to such merger or other business combination, and (ii) if this Corporation is the surviving parent entity, the Fair Market Value of the equity securities of the surviving parent entity which the Class A Holders are entitled to retain, (b) immediately after which the surviving parent entity is an entity whose voting equity securities are registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or which otherwise has any class or series of its voting equity securities held by at least 500 holders and (c) immediately after which no Person or Group (other than the Class A Holders) owns Voting Securities of such surviving parent entity with Votes equal to more than 35 percent of the Voting Power of such surviving parent entity.
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Strategic Merger means a merger or other business combination involving the Company (a) in which the Class A Holders are entitled to retain or receive, as the case may be, voting equity securities of the surviving parent entity in exchange for or in respect of (by conversion or otherwise) such Class A Stock, with an aggregate Fair Market Value equal to at least 75% of the sum of (i) the Fair Market Value of all consideration which such Class A Holders have a right to receive with respect to such merger or other business combination, and (ii) if the Company is the surviving parent entity, the Fair Market Value of the equity securities of the surviving parent entity which the Class A Holders are entitled to retain, (b) immediately after which the surviving parent entity is an entity whose voting equity securities are registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or which otherwise has any class or series of its voting equity securities held by at least 500 holders and (c) immediately after which no Person or Group (other than the Class A Holders) owns Voting Securities of such surviving parent entity with Votes equal to more than 35 percent of the Voting Power of such surviving parent entity.
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Strategic Merger means (a) a merger, acquisition or consolidation of the Company with or into another entity or any other corporate reorganization, so long as fifty percent (50%) or more of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were shareholders of the Company immediately prior to such merger, consolidation or reorganization, or (b) a transaction where the sole purpose is to change the state of the Company's incorporation; provided, that in either case, the surviving entity shall be a reporting company pursuant to the Exchange Act and the securities to be issued to the shareholders of the Company are registered pursuant to an effective registration statement filed with the Commission.
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Examples of Strategic Merger in a sentence

  • Notwithstanding anything in this Article II to the contrary, the restrictions on Transfer set forth in this Article II (not including Section 2.9) shall not apply to any conversion or exchange of Shares in connection with a Strategic Merger or any other merger or other business combination not prohibited by the Class A Provisions or a Transfer into a tender offer made by the Company for Shares.

  • Strategic, Merger Sub and Digital have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date below written.

  • MacQueen (804) 782-1450 (215) 209-4594 Kekst and Company Abernathy MacGregor Group Richard Wolff Joele Frank/Dan Katcher (212) 593-2655 (212) 371-5999 FOR IMMEDIATE RELEASE CSX AND CONRAIL PREVAIL FEDERAL COURT DENIES NORFOLK SOUTHERN'S MOTION ** CSX, Conrail Strategic Merger to Proceed as Planned ** RICHMOND, VA and PHILADELPHIA, PA, January 9, 1997 -- CSX Corporation (CSX) (NYSE: CSX) and Conrail Inc.

  • Potential Strategic Merger Transactions (1) (1) (1) Pro forma to include acquisition of CRL's Clinical Services Phase II - IV Business.

  • None of Strategic, Merger Sub, Digital or the Exchange Agent shall be liable to any person in respect of any shares of Strategic Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • Notwithstanding anything in this Article II to the contrary, the ------ restrictions on Transfer set forth in this Article II (not including Section 2.9) shall not apply to any conversion or exchange of Shares in connection with a Strategic Merger or any other merger or other business combination not prohibited by the Class A Provisions or a Transfer into a tender offer made by the Company for Shares.


More Definitions of Strategic Merger

Strategic Merger means a merger or other business combination involving this Corporation (a) in which the Class A Holders are entitled to retain or receive, as the case may be, voting equity securities of the surviving parent entity in exchange for or in respect of (by conversion or otherwise) such Class A Stock, with an aggregate Fair Market
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Strategic Merger means a merger or other business combination involving ---------------- Sprint
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Strategic Merger shall have the meaning set forth in Article I of the Investment Agreement. "Subsequent Percentage Limitation" shall have the meaning set forth in Section 2.1(a)(iii), as adjusted pursuant to Section 2.2(a). "Subsidiary" shall mean, with respect to any Person (the "Parent"), any other Person in which the Parent, one or more Subsidiaries of the Parent, or the Parent and one or more of its Subsidiaries (a) have the ability, through ownership of securities individually or as a group, ordinarily, in the absence of contingencies, to elect a majority of the directors (or individuals performing similar functions) of such other Person, and (b) own more than 50% of the equity interests, provided that Atlas shall be deemed to be a Subsidiary of each of FT and DT. "Vote" shall mean, as to any entity, the ability to cast a vote at a stockholders' or comparable meeting of such entity with respect to the election of directors or other members of such entity's governing body, provided that with respect to Sprint only, the term "Vote" shall mean the ability to exercise general voting power (as opposed to the exercise of special voting or disapproval rights such as those set forth in the Class A Provisions) with respect to matters other than the election of directors at a meeting of the stockholders of Sprint and shall include the aggregate number of Votes represented by all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Investment Agreement and the Stockholders' Agreement. "Voting Power" shall mean, as to any entity as at any date, the aggregate number of Votes outstanding as at such date in respect of such entity plus, in the case of Sprint, the aggregate number of Votes represented by all Sprint Voting Securities which as of such date any of FT or DT or any of their respective Affiliates is committed to acquire from Sprint or has the right to acquire (or to commit to acquire) from Sprint pursuant to the Investment Agreement and the Stockholders' Agreement.
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Strategic Merger means a merger or other business combination ---------------- involving Sprint (a) in which the Holder is entitled to retain or receive, as the case may be, voting equity securities of the surviving parent entity in exchange for or in respect of (by conversion or otherwise) its shares of PCS Stock, with an aggregate fair market value equal to the sum of (i) the fair market value of all consideration that the Holder has a right to receive with respect to such merger or other business combination, and (ii) if Sprint is the surviving parent entity, the fair market value of the equity securities of the surviving parent entity that the Holder is entitled to retain, (b) immediately after which the surviving parent entity is an entity whose voting equity securities are registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or which otherwise has any class or series of its voting equity securities held by at least 500 holders, (c) immediately after which no person or Group (other than the Cable Holders) owns Voting Securities of such surviving parent entity with Votes equal to more than 35 percent of the Voting Power of such surviving parent entity and (d) in which holders of PCS Stock receive a common equity tracking security that continues to reflect substantially all of the business, assets and liabilities comprising the PCS Group immediately prior to such merger or other business combination together with such additional wireless business, assets and liabilities which may be included in the PCS Group of the surviving parent entity, but which shall not represent any business, assets or liabilities comprising any part of the other businesses, assets or liabilities of the surviving parent entity or its subsidiaries, including businesses, assets or liabilities of the FON Group immediately prior to such merger or business combination, it being understood that no merger or business combination shall be deemed to meet the requirements of this definition unless the requirements of each of clauses (a) through (d) above have been met. "Fair ---- market value" with respect to any property, for purposes of this definition, ------------ shall be as determined in writing in good faith by a majority of the independent directors of Sprint.
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Related to Strategic Merger

  • Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

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

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

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

  • Company Merger has the meaning specified in the Recitals hereto.

  • 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.

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

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

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

  • 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;

  • Mergers has the meaning set forth in the Recitals.

  • 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.

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

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

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

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Sale Transaction has the meaning set forth in Section 3(a).

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

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

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

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.