2010 Merger Agreement definition

2010 Merger Agreement means the Agreement and Plan of Merger, dated as of June 20, 2010, among VPI, Borrower, Biovail Americas Corp. and Beach Merger Corp., together with all exhibits, schedules, documents, agreements, and instruments executed and delivered in connection therewith, as the same has been amended, or modified in accordance with the terms and provisions thereof.
Sample 1Sample 2Sample 3
2010 Merger Agreement means the Agreement and Plan of Merger dated as of June 30, 2010 by and among the Borrower, Popular, Inc., AP Carib Holdings, Ltd. and Carib Acquisition, Inc.
Sample 1Sample 2
2010 Merger Agreement means the Agreement and Plan of Merger, dated as of June 20, 2010, among VPI, Borrower, Biovail Americas Corp. and Beach Merger Corp., together with all exhibits, schedules, documents, agreements, and instruments executed and delivered in connection therewith, as the same has been amended, or modified in accordance with the terms and provisions thereof. “2010 Transactions” means, collectively, (i) the redemption of VPI’s 8.375% Senior Notes due 2016, issued under that certain indenture dated as of June 9, 2009, among VPI, the guarantors party thereto and The Bank of New York Mellon Trust Company, Inc., as trustee, and VPI’s 7.625% Senior Notes due 2020, issued under that certain indenture dated as of April 9, 2010, among VPI, the guarantors party thereto and The Bank of New York Mellon Trust Company, Inc., as trustee, (ii) the repayment in full and termination of that certain credit and guaranty agreement, dated as of May 26, 2010, among VPI, the guarantors party thereto, Xxxxxxx Xxxxx Lending Partners L.P., as sole lead arranger, and Xxxxxxx Sachs Bank USA, as administrative agent and collateral agent, (iii) the repayment in full and termination of that certain credit agreement, dated as of June 9, 2009, among Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent, (iv) the payment of the Pre-Merger Special Dividend (as such term is defined in the 2010 Merger Agreement) made on September 27, 2010, immediately prior to the consummation of the 2010 Merger, pro rata to VPI’s shareholders on the record date of such for such dividend, (v) the consummation of the 2010 Merger, (vi) the issuance of the Senior Notes and (vii) the payment of all fees and expenses related thereto. “2015 Year End Financial Information” means the financial statements or information pursuant to Section 5.1(b) of this Agreement for the Fiscal Year ended December 31, 2015 and a Compliance Certificate pursuant to Section 5.1(c) of the Credit Agreement for the Fiscal Year ending December 31, 2015. “2016 First Quarter Financial Information” means the financial statements or information pursuant to Section 5.1(a) of this Agreement for the Fiscal Quarter ending March 31, 2016 and a Compliance Certificate pursuant to Section 5.1(c) of this Agreement for the Fiscal Quarter ending March 31, 2016. “2017 Permitted Secured Notes” means $3,250,000,000 in aggregate principal amount of the Borrower’s 6.50% Senior Secured Notes due 2022 and 7.00% Seni...
Sample 1

Examples of 2010 Merger Agreement in a sentence

  • Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks, mailboxes, and security systems.

  • On September 10, 2010, Hertz, Purchaser and Dollar Thrifty entered into an amendment to the previously executed 2010 Merger Agreement.

  • I need atonement.”I: “So shall it be for your sake, as you are the soul of this child.”I kneel down on the stone, cut off a piece of the liver and put it in my mouth (...) it is done.

  • As hereby amended and supplemented, the Service Agreement shall remain in full force and effect.

  • These discussions culminated in the entry into the 2010 Merger Agreement by Hertz, Purchaser and Dollar Thrifty on April 25, 2010.

  • Prior to that conversation, Hertz and Dollar Thrifty had not held any conversations regarding an acquisition of Dollar Thrifty by Hertz since the termination of the 2010 Merger Agreement.

  • On May 11, 2011, a representative of Cleary spoke by telephone with a representative of Cravath and formally requested that Hertz waive its right to receive a termination fee under the 2010 Merger Agreement in exchange for Dollar Thrifty's cooperation on antitrust clearance matters.

  • On September 30, 2010, at a special meeting of Dollar Thrifty stockholders, such stockholders did not approve the proposal to adopt the 2010 Merger Agreement.

  • On March 19, 2010, Merger Agreement was adopted and the Merger was subsequently consummated, each outstanding share of China Metro as of the effective date of the Merger was converted automatically into the right to receive the number of the Company’s ordinary shares equivalent to 57,443,238 divided by the number of China Metro ordinary shares outstanding immediately prior to the Merger.

  • Pursuant to the 2010 Merger Agreement, Hertz agreed to acquire Dollar Thrifty for $41.00 per share of Dollar Thrifty common stock (less the per share amount of a special dividend to be declared and paid by Dollar Thrifty immediately prior to the acquisition), consisting of an 80% cash / 20% Hertz common stock consideration mix.

Related to 2010 Merger Agreement

  • Merger Agreement has the meaning set forth in the Recitals.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Transaction Agreement has the meaning set forth in the recitals.

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

  • Second Merger has the meaning set forth in the Recitals.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • 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.

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

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

  • Recapitalization Agreement shall have the meaning set forth in the recitals hereto.

  • Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.

  • Company Merger shall have the meaning given in the Recitals.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.