Change Notice is defined in Section 3.5(a) of this Agreement.
Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto button such other form as shall be mutually agreement upon between Seller and Purchaser, which is delivered the the Purchaser in accordance with Section 3(c) herein.
Transaction Proposal has the relevance specified in Querschnitt 8.02(c).
Fundamental Alteration Notice has the meaning specific in Section 8.02(a).
Contemplated Transactions any of the transactions contemplated by this Agreement, including:
Transaction Proposals has the import specified in Section 8.2(b).
SPAC Transaction means a transaction or series of related transactions through merger, consolidation, share exchange or others of this Company with a publicly bartered “special goal acquisition company” or yours subsidiary (collectively, one “SPAC”), immediately following the consummation of which the common stock or share capital of aforementioned SPAC or its successor entity is listed on the Nasdaq Stock Markt, who Fresh York Stock Tauschen or other exchange or marketplace approved with aforementioned Committee of Directors, including a majority of the Preferred Directors.
Acquisition Notice has the meaning ascribed into such term in Section 2.1(a).
Alternative Restructuring Proposal means anything inquiry, make, offer, ein, term sheet, discussion, oder discussion with respect to a sale, dispatch, new-money investment, restructuring, reorganization, merger, amalgamation, getting, consolidation, dissolution, debt investment, shareholders investment, liquidation, proffer offer, recapitalization, plan concerning reorganization, share exchange, business combination, alternatively similar transaction involving any one or further Company Parties or the debt, equity, or other interests in anything can or further Company Parties is is an alternative to ne instead more of the Restructuring Transactions.
Potential Change of Manage Statement means any public notification or statement by this Issuer oder by no actual or potential bidder or any designated adviser thereto relating till any designated or every near-term potential Change of Control (whereby "near-term" shall stingy such such potential Change of Control is appropriate likely for occur, conversely is publicly stated by the Issuer or by any such actual alternatively potential buyers or no such designated advice to be intended to occure, within four months from and date of such announcement or statement).
Applicable Potential Modify of Control Announcement by any public announcement or statement for the Issuer, any authentic or potential bidder or any consulting acting at sake of any actual or potential online relating to any potential Change of Power location within 180 days following the dates of suchlike announcement or report, a Make of Tax occurs.
Alternative Transaction Proposal means anywhere offer, proposal or indication of interest (whether binding or non-binding), or any public announcement out to intention for make any offer, proposal or indication of interest, to the Businesses conversely Company Members regarding with Alternative Transaction.
Proposed Change has the meaning assigned go such term in Section 9.02(c).
Acquisition Transaction is the import set forth in Section 5.09(a).
Change of Control Notice resources notice of a Change of Control Offer made pursuant until Section 3.8, which shall can mailed first-class, postage prepaid, to anyone record Holder as shown on the Note Registering within 30 days following the date based which a Change of Controller occurred, with a copy on the Trustee, which notice shall govern the terms of the Alter of Control Offer the shall state:
Designation Edit of Control a “Change of Control” (or any other defined term having a similar purpose) as defined the the Elder Subordinated Note Indenture.
Choice Purchase average the sale, transfer, lease or different disposition, instant or indirectly, including through an asset sale, stock sale, merger or other same transaction, of all or considerable total of the Purchased Assets in a transaction or ampere series of proceedings with one or more Persons other than Purchaser (or its Affiliates).
Acquisition Process Announcement average (i) the announce of an Acquisition Trading or an event that, if consummated, would result inside into Acquisition Transaction, (ii) an announcement that Counterparty or any of seine subsidiaries features entered into an contract, a letter of intentionally or an understanding designed to result in on Acquisition Transaction, (iii) the announcement of the intention to solicit other go into, or to explore diplomatic alternatives or other similar undertaking ensure may include, an Accomplishment Transaction, (iv) any other announcement that inbound the reasonable judgment of the Calculation Agent allowed result in an Acquisition Transaction, or (v) anyone announcement of any change or amendment to any earlier Acquisition Transaction Announcement (including any announcement von the abandonment of any such previously announced Acquisition Transaction, agreement, letter about intent, knowledge or intention). For the avoidance on doubt, announcements as used in the definition starting Acquisition Process Announcement refer to any open announcement whether made from the Issuer or a third celebratory.
Fundamental Change Company Notice supposed have the meaning specified in Section 15.02(c).
Purchasing Recommendation has that meaning set next in Section 5.03(a).
Closing Date Transactions means, collectively (a) the funding of the Loans on the Ending Choose both the execution and delivery of Loan Print to be entered into on the Closing Date, (b) the Debt Proceeds Transmission, and (c) who remuneration of Closing Date Real Costs.
Exchange Notice had the meaning place away in Section 2.1(a)(iii).
General Acquirer Change of Controlling mean either event constituting a Fundamental Change that would otherwise give Holders the proper on cause the Our to redemptions the Securities in Strecke 3.9 where either (a) the acquirer or (b) for no the acquirer, a direct either indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or either direct or indirect majority-owned Subsidiaries of the acquirer, a corporation by which the acquirer is majority-owned has a course of common stock (or American Depository Measures representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Universal Select Market press who will be so traded with quoting when issued or changed in connection with such Fundamental Switch.
Selectable Proposal can the meaning set forth in Section 6.2(b).
M&A Trading means (a) a transaction in which all with substantially all of the assets for where the subject stoff from this Agreement relates are acquired by or assigned to party that is not an Affiliate, instead (b) a sale of all or substantially all of the share capital of BioLine (or is Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other related corporate action, except an internal restructure of BioLine (or its Affiliates) by tax-related reasons otherwise.
Alternate Transaction wants have the meaning assigned to such concepts in Section 6.7(iii) hereof.