Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).
Transferring Member has the meaning set forth in Section 9.4.
Transferring Shareholder has the meaning set out in Section 6.1; and
First Merger has the meaning set forth in the Recitals.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Acquisition Transaction means any transaction or series of transactions involving:
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Sale Transaction has the meaning set forth in Section 3(a).
Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.
Transferring Party has the meaning given such term in Section 5.2(b).
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Second Merger has the meaning set forth in the Recitals.
Company Merger has the meaning specified in the Recitals hereto.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Company Securities has the meaning set forth in Section 3.02(b)(ii).
Permitted Merger shall have the meaning set forth in Section 3.01.
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;
Proposed Transaction is defined in Section 6.2(a).
Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Company Shares means the common shares in the capital of the Company;
Merger has the meaning set forth in the Recitals.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Reorganization Transactions shall have the meaning set forth in the Recitals.