Belgian Merger definition

Belgian Merger has the meaning given in the 2.7 Announcement;
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Belgian Merger means the reverse merger of ABI and Newco by way of which ABI will be absorbed by Newco, implemented in accordance with the Belgian law of 7 May 1999, setting out the Companies Code.
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Belgian Merger means the reverse merger of AB InBev and Newco by way of which AB InBev will be absorbed by Newco, implemented in accordance with the Belgian Companies Code; Belgian Merger Documents means the Belgian documentation to be drawn up and made available to AB InBev and Newco shareholders in relation to the Belgian Merger, in accordance with the Belgian Companies Code; Belgian Merger US Documents means the US legal documentation to be drawn up and made available to AB InBev Shareholders and Newco Shareholders (including in relation to the Belgian Merger);
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Examples of Belgian Merger in a sentence

  • From the time AB InBev releases the Press Announcement to the time immediately following the completion of the Belgian Merger we shall exercise the voting rights attached to the Relevant Newco Shares issued to us on a Relevant Newco Resolution only in a manner consistent with the implementation of the Transaction.

  • Prior to publication of the UK Scheme Document and the Belgian Merger Documents, AB InBev shall be entitled to vary the Structure of the Transaction or agree to, permit or in any way facilitate any action by SABMiller that would constitute “frustrating action” under Rule 21.1 of the City Code with respect to the Transaction (a Waiver), only with our prior written consent, not to be unreasonably withheld, conditioned or delayed.

  • Prior to publication of the Scheme Document and the Belgian Merger Documents we and AB InBev shall each confirm in writing to each other whether we are satisfied with them and the form of the Belgian Offer Prospectus (so far as the Structure of the Transaction is concerned).

  • The Belgian Merger will take effect upon the passing of the Final Notarial Deed.

  • The acquisition of the Initial Shares by AB InBev in the context of the Belgian Offer and the Belgian Merger (see further paragraph 12 below) will require the approval of the AB InBev Shareholders.

  • Consider, settle, approve, sign, seal, execute, complete, amend, deliver and/or issue all deeds, instruments, agreements, letters, consents or any other document whatsoever, and take all such other actions, decisions, resolutions as the Client and AB InBev agree are necessary in connection with the UK Scheme, the Belgian Offer and the Belgian Merger or otherwise in connection with the Transaction or the Listings.

  • Cancellation of all but 85,000,000 New Ordinary Shares acquired by the Company as per the Belgian Merger, to become effective upon passing of the Final Notarial Deed, and consequently reduction of the non-distributable reserve account by an amount in euro equivalent to an amount ranging between GBP 40,279,305,903.87 and GBP 41,029,525,624.57 to account for such cancellation.

  • The AB InBev Directors consider the Belgian Offer and the Belgian Merger to be in the best interests of AB InBev and the AB InBev Shareholders as a whole and intend unanimously to recommend that AB InBev Shareholders vote in favour of the AB InBev Resolutions to be proposed at the AB InBev General Meeting which will be convened in connection with the Transaction.

  • On 10 October 2016, AB InBev announced the completion of the Belgian Merger and the successful completion of the business combination with the former SABMiller Group (“SAB”).

  • The remuneration of the auditors for the preparation of the report to be drafted pursuant to article 695 of the Belgian Companies Code in connection with the Belgian Merger amounted to EUR 82,000 for the auditor of AB InBev and EUR 82,000 for the auditor of Newbelco.


More Definitions of Belgian Merger

Belgian Merger has the meaning given to it in recital (B); Belgian Offer has the meaning given to it in recital (B) Candidate has the meaning given to it in Clause 2.3; Company has the meaning given to it in the preamble; Companies Code means the Belgian law of 7 May 1999 setting out the Companies Code, as amended from time to time; Completion has the meaning given to it in recital (B); Co-optations has the meaning given to it in Clause 2.3; Co-optation Meeting has the meaning given to it in Clause 2.3;
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Related to Belgian Merger

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

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

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

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

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

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

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

  • 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:

  • 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.

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

  • EC Merger Regulation means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

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

  • 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.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

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

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

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

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

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

  • 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.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include: