Amalgamating Corporations means both of them;
Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).
Virginia venture capital account means an investment fund that has been certified by the
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;
Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;
Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:
Surviving Corporation has the meaning set forth in Section 2.1.
Amalco means the corporation continuing from the Amalgamation;
existing company means a company formed and registered under any of the previous companies laws…”
Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.
Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.
Family farm corporation means a corporation founded for the purpose of farming agricultural land in which the majority of the voting stock is held by and the majority of the stockholders are persons or the spouse of persons related to each other within the fourth degree of kinship, according to the rules of the civil law, and at least one of the related persons is residing on or actively operating the farm, and none of whose stockholders are a corporation. A family farm corporation does not cease to qualify under this division where, by reason of any devise, bequest, or the operation of the laws of descent or distribution, the ownership of shares of voting stock is transferred to another person, as long as that person is within the degree of kinship stipulated in this division.
Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).
of a corporation means all classes of Capital Stock of such corporation then outstanding and normally entitled to vote in the election of directors.
Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;
Merger has the meaning set forth in the Recitals.
Domestic limited liability company means an entity that is an unincorporated association having one or more members and that is organized under ORS chapter 63.
Surviving Company has the meaning set forth in Section 2.1.
Public corporation means a county, city, village, township, port district, drainage district, special assessment district, or metropolitan district of this state, or a board, commission, or another authority or agency created by or under an act of the legislature of this state.
Venture capital fund means a private fund that meets the definition of a venture capital fund in SEC Rule 203(l)-1, 17 C.F.R. § 275.203(l)-1.
Sub-Fund means a segregated pool of assets and liabilities into which the Trust Fund is divided, established under the Trust Deed and the relevant supplemental deed as a separate trust as described in the relevant Appendix.
Merger Sub I has the meaning set forth in the Preamble.
Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.
Successor Holdings has the meaning assigned to such term in Section 6.03(a)(v).
Corporation means a corporation, association, company, joint-stock company or business trust.