Parent Control Transaction definition

Parent Control Transaction means (i) any merger, amalgamation, reorganization or other similar event involving Parent, (ii) any tender offer for Parent, (iii) any material sale of assets or shares or rights or interests therein or thereto by Parent, or (iv) any similar transactions involving Parent, or (v) any proposal to do any of the foregoing.
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Parent Control Transaction has the meaning ascribed to that term in the Exchangeable Share Provisions.
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Parent Control Transaction means any merger, amalgamation, arrangement, tender offer, material sale of shares or rights or interests therein or thereto or similar transactions involving Parent, or any proposal to do so.
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Examples of Parent Control Transaction in a sentence

  • Nothing herein shall affect the rights of ExchangeCo to redeem Exchangeable Shares, as applicable, in the event of a Parent Control Transaction.

  • In the case of a Redemption Date established in connection with a Parent Control Transaction, an Exchangeable Share Voting Event and an Exempt Exchangeable Share Voting Event, the written notice of redemption by the Corporation or the purchase by Parent under the Redemption Call Right will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors of the Corporation to be reasonably practicable in the circumstances.

  • Nothing herein shall affect the rights of Exchangeco under the Share Provisions to redeem (or NovaScotiaco to purchase pursuant to the Redemption Right) the Exchangeable Shares, as applicable, in the event of a Parent Control Transaction.

  • Nothing herein shall affect the rights of Exchangeco to redeem, or the Parent or Callco to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a Parent Control Transaction.

  • In the case of a Redemption Date established in connection with an Parent Control Transaction, an Exchangeable Share Voting Event and an Exempt Exchangeable Share Voting Event, the written notice of redemption by the Corporation or the purchase by NovaScotiaco under the Redemption Call Right will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors of the Corporation to be reasonably practicable in the circumstances.

  • Nothing in this Agreement shall affect the rights of ExchangeCo to redeem, or CallCo to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a Parent Control Transaction.

  • In the case of a Redemption Date established in connection with a Parent Control Transaction, the written notice of the redemption by the Company or the purchase by CallCo of the Exchangeable Shares under the Redemption Call Right will be sent on or before the Redemption Date, on as many days’ prior written notice as may be determined by the Board of Directors to be reasonably practicable in the circumstances.

  • In the case of a redemption of Exchangeable Shares pursuant to Section 26.7(a), the Company shall, at least 30 days before the Redemption Date (other than a Redemption Date established in connection with a Parent Control Transaction), send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Company or the purchase by CallCo under the Redemption Call Right of the Exchangeable Shares held by such holder.

  • In the case of a Redemption Date established in connection with a Parent Control Transaction or an Exchangeable Share Voting Event, the written notice of redemption by the Corporation shall be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors to be reasonably practicable in the circumstances.

  • In the case of a Redemption Date established in connection with a Parent Control Transaction, the written notice of redemption by the Purchaser or the purchase by Canco under the Redemption Call Right will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors to be reasonably practicable in the circumstances.


More Definitions of Parent Control Transaction

Parent Control Transaction means any merger, amalgamation tender offer, material sale of shares or rights or interests therein or thereto or similar transactions involving Parent (including, without limitation, a sale of all or substantially all of the Parent's assets), or any proposal to do so.
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Parent Control Transaction shall be deemed to have occurred if:
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Parent Control Transaction means (w) any takeover bid or takeover offer (each as defined in the Companies Act) or similar tender offer (in each case) as a result of which any Person will become the holder of more than 50% of the Parent Shares in issue at the Parent Control Transaction Effective Date (for this purpose inclusive of any Parent Shares held by HoldCo but excluding the Charitable Trust Shares) (any such transaction, a “Takeover Offer”), (x) any scheme of arrangement under Part 26 of Companies Act to acquire Parent Shares as a result of which any Person will become the holder of more than 50% of the Parent Shares in issue at the Parent Control Transaction Effective Date (for this purpose inclusive of any Parent Shares held by HoldCo but excluding the Charitable Trust Shares) (any such transaction, a “Takeover Scheme”), (y) any other type of ‘offer’ within the meaning of the UK City Code on Takeovers and Mergers (the “City Code”) as a result of which any Person will become the holder of more than 50% of the Parent Shares in issue at the Parent Control Transaction Effective Date (for this purpose inclusive of any Parent Shares held by HoldCo but excluding the Charitable Trust Shares), or (z) the sale or disposal by Parent of all or substantially all of its assets other than to an affiliate; and (II) “Parent Control Transaction Effective Date” means (X) in the case of a Takeover Offer, the date on which such Takeover Offer becomes unconditional in accordance with the City Code, (Y) in the case of a Takeover Scheme, the date on which the UK court sanctions the Takeover Scheme in accordance with Part 26 of Companies Act, and (Z) in the case of any other Parent Control Transaction, the date on which such Parent Control Transaction becomes wholly unconditional (other than in respect of any conditions that can only be satisfied upon the transaction becoming fully effective in accordance with its terms); or
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Parent Control Transaction means any merger, amalgamation, tender offer, material sale of shares or rights or interests therein or thereto or similar transactions involving the Parent, or any proposal to do so which will result in more than 50% of the voting capital stock of Parent (or its successor or ultimate parent entity in such transaction) outstanding immediately after the effective date of such transaction being owned of record or beneficially by Persons other than the holders of such voting capital stock immediately prior to such transaction in the same proportions in which such shares were held immediately prior to such transaction;
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Related to Parent Control Transaction

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 33% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities issued together with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 66% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a one year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the Original Issue Date), or (e) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.