Approved Merger definition

Approved Merger means any merger of a Qualified Company into LRA or a Consolidated Subsidiary and in which LRA or the Consolidated Subsidiary shall be the surviving entity, or a combination of the foregoing, and in any event, made pursuant to a proposed plan of merger submitted to and specifically approved in writing by the Bank prior to adoption.
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Approved Merger means the direct or indirect merger, combination or other consolidation of the operations of the Borrowers with those of Merger Target, in a form reasonably approved by the Lender and in which (a) Borrowers and Affiliates directly or indirectly own in excess of 50% of the combined entity, (b) Lender’s collateral position is and continues to be perfected and first in all of the existing Borrower’s assets, (c) such transaction otherwise satisfies the requirements of Section 8.13(b) hereof, (d) Merger Target is not merged with or into any of the Borrowers nor will any of the Borrowers be merged with or into Merger Target, and (e) the separate existence of each of the Borrowers continues following the Approved Merger.
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Approved Merger has the meaning specified in Section 6(b).
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Examples of Approved Merger in a sentence

  • Borrower or any Guarantor which is not an individual voluntarily or involuntarily dissolves or is dissolved, or terminates its existence or has its existence terminated, except in connection with the Approved Merger or which does not adversely affect Lender’s first perfected security interest in the Collateral.

  • This Agreement shall be binding upon and, subject to this Section 13.12, inure to the benefit of the parties hereto and their respective successors and assigns, except that no Borrower may assign or transfer its rights hereunder or any interest herein or delegate its duties hereunder without the prior written consent of Lender or in connection with an Approved Merger.

  • This Agreement shall be binding upon and, subject to this Section 13.12, inure to the benefit of the parties hereto and their respective successors and assigns, except that no Borrower may assign or transfer its rights hereunder or any interest herein or delegate its duties hereunder without the prior written consent of Xxxxxx or in connection with an Approved Merger.

  • Any change in ownership of fifty percent (50%) or more of the equity ownership of Borrower, excluding however any transfers within the existing members of Borrower or in connection with the Approved Merger.

  • The use of fusion bonded epoxy-coated rebars, galvanized reinforcing bars, stainless steel bars, basalt bars, or fiber-reinforced polymer bars in lieu of mild steel deformed bars, will also increase the durability of concrete structures [Subramanian, 2016].

  • Furthermore, Borrower shall not amend or change its Articles of Organization, Code of Regulations, or Bylaws, except in connection with the Approved Merger.

  • Except in connection with the Approved Merger, engage in any transaction resulting in a change in ownership or control.

  • Developing An Alumni Relations Program for A Marketing Department.

  • Any transfer, sale, exchange, assignment, conveyance, lease, encumbrance or hypothecation of Borrower’s interest in the real property described in the Mortgage, except as otherwise permitted herein, in connection with the Approved Merger.

  • Except in connection with an Approved Merger, the Issuer or the Material Subsidiary suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or part of its business and such cessation or suspension will have a Material Adverse Effect.


More Definitions of Approved Merger

Approved Merger means the merger of Holdings with and into Porto Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Holdco”) pursuant to that certain Transaction Agreement dated as of December 13, 2016, by and among Holdings, Pace Holdings Corp., a Cayman Islands exempted company, Holdco, and New Pace Holdings Corp., a Cayman Islands exempted company.
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Approved Merger means a merger or consolidation consummated or to be consummated by the Company or any Subsidiary of the Company: (a) wherein the Company or such Subsidiary shall be the continuing or surviving corporation; (b) the Company and its Subsidiaries do not incur or assume interest-bearing Indebtedness (other than Indebtedness, which the non-surviving entity had on its balance sheet prior to such merger or consolidation and Indebtedness otherwise permitted under this Agreement); (c) which does not or would not result in the Company or any of its Subsidiaries being engaged to any substantial extent in any line or lines of business activity other than the Healthcare Business; (d) immediately after which, each of the Company's Material HMO Subsidiaries shall be in compliance with all applicable Regulatory Tangible Net Equity Requirements and shall be in substantial compliance in all other respects with any HMO Regulation relevant to such requirement; (e) the terms of which have been accepted by the board of directors or other managing body of the target Person (which, if such Person is the debtor in any proceeding under the Bankruptcy Code, shall be the court having jurisdiction in such case), and (f) immediately before which and after giving effect to which (i) the representations and warranties of the Company in Article V of this Agreement shall be true in all material respects (except to the extent they specifically refer to a particular date, then as of such date) and (ii) no Default or Event of Default shall have occurred and be continuing.
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Related to Approved Merger

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

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

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

  • 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.

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

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

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

  • Bank Merger has the meaning set forth in Section 1.03.

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

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Business Combination Transaction means:

  • Merger has the meaning set forth in the Recitals.

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

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

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Corporate Acquisition means an acquisition by the Corporation or a Subsidiary of the Corporation or the redemption by the Corporation of Voting Shares of the Corporation which by reducing the number of Voting Shares of the Corporation outstanding increases the proportionate number of Voting Shares Beneficially Owned by any Person.

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

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

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

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

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

  • 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.