83,493
edits
Amwelladmin (talk | contribs) m (Text replace - " "" to " “") |
Amwelladmin (talk | contribs) No edit summary |
||
(3 intermediate revisions by the same user not shown) | |||
Line 1: | Line 1: | ||
12.1(b) “'''{{eqderivprov|Merger Event}}''' | :{{eqderivprov|12.1(b)}} “'''{{eqderivprov|Merger Event}}'''” means, in respect of any relevant {{eqderivprov|Shares}}, any | ||
::(i) reclassification or change of such {{eqderivprov|Shares}} that results in a transfer of or an irrevocable commitment to transfer all of such {{eqderivprov|Shares}} outstanding to another entity or person, | |||
::(ii) consolidation, amalgamation, merger or binding share exchange of the {{eqderivprov|Issuer}} with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which such {{eqderivprov|Issuer}} is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding), | |||
::(iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100% of the outstanding Shares of the {{eqderivprov|Issuer}} that results in a transfer of or an irrevocable commitment to transfer all such {{eqderivprov|Shares}} (other than such Shares owned or controlled by such other entity or person), or | |||
::(iv) consolidation, amalgamation, merger or binding share exchange of the Issuer or its subsidiaries with or into another entity in which the {{eqderivprov|Issuer}} is the continuing entity and which does not result in a reclassification or change of all such {{eqderivprov|Shares}} outstanding but results in the outstanding {{eqderivprov|Shares}} (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding {{eqderivprov|Shares}} immediately following such event (a “'''{{eqderivprov|Reverse Merger}}'''”), | |||
:in each case if the {{eqderivprov|Merger Date}} is on or before, | |||
::(A) in the case of a {{eqderivprov|Physically-settled}} {{eqderivprov|Option Transaction}} the later to occur of the {{eqderivprov|Expiration Date}} or the final {{eqderivprov|Settlement Date}}, | |||
::(B) in the case of a {{eqderivprov|Physically-settled}} {{eqderivprov|Forward Transaction}} or a {{eqderivprov|Physically-settled}} {{eqderivprov|Equity Swap Transaction}}, the relevant {{eqderivprov|Settlement Date}} or, | |||
::(C) in any other case, the final {{eqderivprov|Valuation Date}}. <br> |