Applicable Merger definition

Applicable Merger has the meaning specified in Section 6.02(d).
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Applicable Merger means the Holdings Merger or the ANR Merger, as applicable.
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Examples of Applicable Merger in a sentence

  • Remittances for the Applicable Merger Consideration shall not be sent to the holders of the Shares and ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as the case may be, of their current contact details prior to the Effective Time.

  • Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person entitled thereto the Applicable Merger Consideration deliverable in respect thereof.

  • Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Applicable Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article III.

  • If, after the Effective Time, such holder withdraws, fails to perfect or loses any such right to payment, such holder’s Dissenting Shares shall be treated as having been converted as of the Effective Time into the right to receive the Applicable Merger Consideration.

  • Fractional Shares shall be rounded up to the nearest whole share; provided, that the Participant may not vest in more than the maximum number of Restricted Stock Units specified in the Grant Notice.

  • Thereafter, each holder of a Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Applicable Merger Consideration, without interest, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable law.

  • The Applicable Merger Consideration delivered upon the surrender of each Certificate in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares.

  • At and after the Effective Time, each holder of a Certificate to be canceled pursuant to this Section 1.6 shall cease to have any rights as a stockholder of the Company, except for the right to surrender Certificates in the manner prescribed by this Section 1.6 in exchange for payment of the Applicable Merger Consideration.

  • Until surrendered in accordance with the provisions of this Section 3.1, each Certificate (other than Certificates representing Canceled Expert Shares and other than Certificates representing Dissenting Common Stock) shall represent for all purposes only the right to receive the Applicable Merger Consideration, without any interest thereon.

  • Such Stockholder understands that the Applicable Merger Consideration will not be registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of such Stockholder and of the other representations, warranties and covenants made by such Stockholder in this Agreement.

Related to Applicable Merger

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

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

  • Company Merger has the meaning specified in the Recitals hereto.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Reverse Merger means, in respect of a Reference Asset, any reorganization, consolidation, amalgamation, merger or binding share exchange of such Company or its subsidiaries with or into another entity in which such Company is the continuing entity and which does not result in a reclassification, reorganization, consolidation or change of all such Reference Assets outstanding but results in the outstanding Reference Assets (other than Reference Assets owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding Reference Assets immediately following such event.