Merger or Consolidation definition

Merger or Consolidation means the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving or resulting entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving or resulting entity outstanding immediately after such transaction or series of transactions.
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Merger or Consolidation means the merger or consolidation of the corporation into or with another corporation in which this corporation shall not survive and the stockholders of this corporation shall own less than 50% of the voting securities of the surviving corporation or the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the corporation.
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Merger or Consolidation has the meaning specified in Section 5.08.
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Examples of Merger or Consolidation in a sentence

  • Merger or Consolidation, if it is announced that the Underlying Company is to or may (1) merge or consolidate with or into any other corporation (including becoming, by agreement or otherwise, a subsidiary of or controlled by any person or corporation) except where the Underlying Company is the surviving corporation in a merger or; (2) sell or transfer all or substantially all of its assets.

  • This Corporation may be merged or consolidated by a two-thirds (2/3) majority vote of each the Board of Directors and those entitled to cast ballots for a resolution of the Membership, provided all statutory approvals are subsequently secured and any Certificate of Merger or Consolidation is accepted for filing by the New York State Department of State.

  • Do not submit Form 1099-R with the Form 5500.IRS Form 5310-A, Notice of Plan Merger or Consolidation, Spinoff, or Transfer of Plan Assets or Liabilities; Notice of Qualified Separate Lines ofBusiness, may be required to be filed at least 30 days before any plan merger or consolidation or any transfer of plan assets or liabilities to another plan.

  • Merger or Consolidation of Certificate Paying Agent or Certificate Xxxxxxxxx 00 ARTICLE IV.

  • General‌This section provides additional guidance for plans involved in a Spinoff, Merger, or Consolidation.

  • Such predecessor shall, nevertheless, on the written request of the City or such successor Bank, execute and deliver an instrument transferring to such successor Bank all rights, powers and interests of such predecessor hereunder; and every predecessor Bank shall deliver all securities and moneys held by it as Bank hereunder to its successor.(g) Merger or Consolidation of Bank.

  • The Agreement of Merger or Consolidation, ATTACHED HERETO, has been adopted, approved, certified, executed, and acknowledged by each of the constituent corporations.

  • Merger or Consolidation of, or Change in Name of, the Rights Agent.

  • If a plan ceases to exist because of a Merger or Consolidation and the transaction occurs after the premium filing is submitted, please contact PBGC via email at premiums@pbgc.gov, so we can update our records.

  • Do not submit Form 1099-R with the Form 5500.CAUTION!liable to pay benefits for claims incurred before the Form 5310-A, Notice of Plan Merger or Consolidation, termination date, but not yet paid.


More Definitions of Merger or Consolidation

Merger or Consolidation has the meaning provided in the Purchase Contract Agreement.
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Merger or Consolidation has the meaning specified in Section 5.8.
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Merger or Consolidation means the merger or consolidation of the Company into or with an unaffiliated entity in which the shareholders of the Company shall own less than 50% of the voting securities of the surviving entity; or the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the Company to an unaffiliated entity.
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Related to Merger or Consolidation

  • Consolidation means, with respect to any Person, the consolidation of the accounts of such Person and each of its Subsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term “Consolidated” shall have a similar meaning.

  • Merger has the meaning set forth in the Recitals.

  • Transfer Assets means the assets of the Company which the WFOE or its designated entity or individual is entitled to purchase from the Company at the request of the WFOE upon its exercise of the Assets Call Option in accordance with Section 3 hereof, the amount of which may be all or part of the assets of the Company and shall be determined by the WFOE at its sole discretion in accordance with the then effective PRC Law and its commercial needs.

  • Amalgamation Application means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;

  • Consolidation Loan means a Loan made pursuant to and in full compliance with Section 428C of the Higher Education Act.

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Combination of vehicles means a truck or truck tractor and

  • Consolidate means that a state may meet statutory and regulatory re- quirements by combining two or more plans into one document and that the state can select the format, submission date, and planning period for the con- solidated plan.

  • Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.

  • Amalgamating Corporations means both of them;

  • Public conveyance means a conveyance that the public or a portion of the public has access to and a right to use for transportation, including an airline, railroad, bus, boat, or other public conveyance.

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Conveyance shall have the meaning specified in Subsection 2.01(a).

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Permitted Successor is defined in Section 5.02 of the Sale Agreement.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Total Consolidated Assets means, as of any date, the total consolidated assets of the Guarantor and its Subsidiaries computed in accordance with GAAP as of the last day of the fiscal quarter most recently ended prior to such date, subject to the second sentence of the definition of “Debt” in the Base Indenture.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Amalgamation Resolution means the special resolution of the Shareholders concerning the Amalgamation to be considered at the Meeting, substantially in the form set out in Appendix A to the Circular;