Affiliate Merger definition

Affiliate Merger shall have the meaning set forth in clause (i) of Section 11(e) of this Rights Agreement.
Affiliate Merger has the meaning set forth in the Recitals.
Affiliate Merger has the meaning set forth in the definition ofChange of Control.”

Examples of Affiliate Merger in a sentence

  • All such amounts of surplus and retained earnings shall be adjusted for normal earnings and expenses and any accounting adjustments related to the Affiliate Merger.

  • At the Effective Time, the separate corporate existence of TPB shall cease, and FUSB shall be the surviving bank resulting from the Affiliate Merger (the “Surviving Bank”) and shall continue to be (a) governed by the Laws of the State of Alabama and (b) a wholly owned Subsidiary of Parent.

  • The name of the Surviving Bank shall be “First US Bank,” and the business of the Surviving Bank shall be that of an Alabama banking corporation conducted at its main office located at 0000 X.X. Xxxxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, and at its legally established branches, and at the banking offices of TPB that are acquired in the Affiliate Merger (with such banking offices to continue to conduct operations after the Effective Time as branches of the Surviving Bank).

  • None of the Transaction Shareholders knows of any reason why all requisite regulatory approvals regarding the Stock Purchase and the Affiliate Merger should not or cannot be obtained.

  • At the Effective Time, all rights, franchises and interests of TPB and FUSB in and to every type of property (real, personal and mixed) and choses in action shall be transferred to and vested in the Surviving Bank by virtue of the Affiliate Merger without any deed or other transfer.

  • Immediately following the Closing, and upon the terms and subject to the conditions set forth in this Agreement, Parent shall cause the Affiliate Merger to be consummated by filing (i) duly executed Articles of Merger with the Secretary of State of the State of Alabama pursuant to the Laws of the State of Alabama (the “Alabama Merger Certificate”) and (ii) duly executed Articles of Merger with the VSCC pursuant to the Laws of the State of Virginia (the “Virginia Merger Certificate”).


More Definitions of Affiliate Merger

Affiliate Merger means the merger of TPB with and into FUSB referred to in the Recitals.
Affiliate Merger means a Combination Transaction with another Sprint PCS Affiliate (or (A) a parent who wholly owns such Sprint PCS Affiliate and has no direct or indirect operations except as may be conducted by a Sprint PCS Affiliate, or (B) a wholly-owned subsidiary of a Sprint PCS Affiliate formed or used for purposes of facilitating a Combination Transaction with the Company) that would result in the addition of at least 7.0 million POPs to the Company or a Combination Transaction with an Approved Sprint Affiliate.
Affiliate Merger has the meaning set forth in the recitals of this Agreement.
Affiliate Merger means a Combination Transaction with another Sprint PCS Affiliate or with a parent who wholly owns such Sprint PCS Affiliate and has no other direct or indirect operations except as may be conducted by a Sprint PCS Affiliate, or a wholly-owned subsidiary of a Sprint PCS Affiliate formed or used for purposes of facilitating a Combination Transaction with the Company that would result in the addition of at least 7.0 million POPs to the Company or a Combination Transaction with an Approved Sprint Affiliate.

Related to Affiliate Merger

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

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

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

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

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Business Combination Transaction means:

  • Reorganization Transactions shall have the meaning set forth in the recitals.

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

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Effective Time has the meaning set forth in Section 2.2.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Company Merger has the meaning set forth in the recitals hereto.

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

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Bank Merger has the meaning set forth in the recitals.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • 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.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.