Merger Closing definition

Merger Closing means the “Closing” as defined in the Merger Agreement.

Merger Closing shall have the meaning set forth in Section 2.2.

Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

Examples of Merger Closing in a sentence

• If the Second Merger Closing has not occurred prior to August 26, 2024, then Orca Midco shall have the right (subject to and in accordance with the terms and procedures set forth in Section 9.31 and this Section 9.34) to receive an advance from the funds then held in the Divestiture Proceeds Escrow Account in an amount equal to the Second Distribution Amount.

• If the Second Merger Closing has not occurred prior to May 28, 2024, then Orca Midco shall have the right (subject to and in accordance with the terms and procedures set forth in Section 9.31 and this Section 9.34) to receive an advance from the funds then held in the Divestiture Proceeds Escrow Account in an amount equal to the First Distribution Amount.

• Prior to the Merger Closing, Parent and the Company shall prepare, and on the Merger Closing Date, the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger.

• Parent shall cause the Surviving Corporation to pay the Company Stock Award Cash Replacement Amount to the applicable holders of Unvested Stock Awards at or reasonably promptly after the Effective Time (but in no event later than the Company’s next regular payroll date following the Merger Closing Date).

• On the Merger Closing Date, the assets and liabilities of the Company were recorded based upon relative fair values, with no goodwill or other intangible assets recorded.

More Definitions of Merger Closing

Merger Closing means the closing of the Merger.

Merger Closing has the meaning set forth in the recitals hereto.

Merger Closing shall have the meaning set forth in Section 3.3 hereof.

Merger Closing shall have the meaning defined in paragraph D of Recitals.

Merger Closing has the meaning set forth in Section 1.6.

Merger Closing has the meaning set forth in the recitals hereto. “Merger Sub” has the meaning set forth in the recitals hereto. “New Warrant” has the meaning set forth in Section 5.1(b)(vii).

Merger Closing means the occurrence of the Closing Date (as such term is defined in Section 2.4 of the Merger Agreement).