Surviving Combination definition

Surviving Combination means any merger or consolidation in which the Corporation is the surviving corporation, the holders of the Series D Stock outstanding immediately prior to such transaction will hold the same number of shares of Series D Stock with substantially identical designations and preferences after such transaction as they held immediately prior to such transaction, and the number of voting shares issuable as a result of such transaction will not exceed by more than 49% the number of voting shares of the Corporation outstanding immediately prior to such transaction.
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Surviving Combination means any merger, consolidation or other business combination by the Corporation with one or more other Persons in which the Corporation is the survivor, or a purchase of assets by the Corporation from one or more other Persons, if in either case the Corporation is thereafter required to file reports with respect to its shares of Common Stock with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended.
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Surviving Combination means any merger, consolidation or other business combination by the Company with one or more persons in which the Company is the survivor, or a purchase of assets by the Company from one or more other persons.
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Examples of Surviving Combination in a sentence

  • The Warrants shall terminate and become void as of the close of business on the Expiration Date; provided, however, that the Warrants will -------- ------- terminate and become void prior to the Expiration Date in the event of a Non- Surviving Combination, pursuant to Section 3.05.

  • This Agreement (other than the Company's obligations with respect to Warrants previously exercised under Article III, and with respect to compensation, reimbursement and indemnification under Section 7.03) shall terminate and be of no further force and effect, provided the Company has complied with Section 3.05 hereof in the case of a Non-Surviving Combination, on the earlier of (a) the Expiration Date and (b) the consummation of a Non- Surviving Combination.

  • Following the consummation of a Non- Surviving Combination, the Warrants shall represent only the right to receive such shares of stock or other property from the Survivor upon payment of the Purchase Price prior to the Expiration Date.

  • The Warrants evidenced by this Warrant Certificate shall not be exercisable after and shall terminate and become void as of the close of business on December 31, 2004 (the "Expiration Date") or as of the closing of any Non- Surviving Combination, if earlier.


More Definitions of Surviving Combination

Surviving Combination means any merger, consolidation, or other business combination of the Corporation (other than a Permitted Merger) pursuant to which the Corporation is the surviving corporation.
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Surviving Combination means any merger, consolidation or other business combination by the Company with one or more Persons in which the Company is the survivor or a purchase of assets by the Company from one or more other Persons, if as a result thereof a class of the Company’s common equity securities becomes subject to registration under the Exchange Act; provided, that, if such transaction is deemed to be a Merger Transaction, it shall not be deemed to be a “Surviving Combination”.
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Related to Surviving Combination

  • Merger has the meaning set forth in the Recitals.

  • UNE Combination means a combination of two (2) or more Unbundled Network Elements that were or were not previously combined or connected in Qwest's network, as required by the FCC, the Commission or this Agreement.

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Surviving Person means, with respect to any Person involved in or that makes any Disposition, the Person formed by or surviving such Disposition or the Person to which such Disposition is made.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Business Combination Transaction means:

  • 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 Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Surviving Bank has the meaning set forth in Section 1.03.

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

  • Effective Time has the meaning set forth in Section 2.2.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • 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).

  • Consolidation means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

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

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

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

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

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Merger Sub I has the meaning set forth in the Preamble.