Cash-Out Merger definition

Cash-Out Merger has the meaning set forth in the Recitals of this Agreement.

Cash-Out Merger means a merger or consolidation of Vanguard with or into, or a sale of all shares of capital stock of Vanguard to, any Person other than a subsidiary of Vanguard, in which the Vanguard Investment Securities are required to be sold, converted into or exchanged for the right to receive cash.

Cash-Out Merger means the merger of the Target and Xxxx GAC pursuant to the Merger Documents in accordance with the Tax Structuring Paper.

Examples of Cash-Out Merger in a sentence

• The Cash-Out Merger shall become effective at the Effective Time.

• Pending consummation of the Cash-Out Merger, Buyer shall not permit Merger Sub to engage in any business activity.

• The Cash-Out Merger shall become effective at the Effective Time, which shall occur on the Closing Date.

• This Agreement and the Cash-Out Merger have been duly authorized by the Boards of Directors of Buyer and Merger Sub and no other corporate action is required by any of them with respect to the Cash-Out Merger.

• Buyer shall cause all necessary corporate action to be taken by Merger Sub to adopt the plan of merger contained in Article II of this Agreement with respect to the Cash-Out Merger including, if necessary or appropriate, having Merger Sub become a signator to this Agreement for the purpose of becoming a party to such plan of merger.

• Buyer shall cause all necessary corporate action to be taken by Merger Sub to adopt the plan of merger contained in Article II of this Agreement with respect to the Cash-Out Merger including, if necessary or appropriate, having Merger Sub become a signatory to this Agreement for the purpose of becoming a party to such plan of merger.

• This Agreement contains the entire agreement among the Parties with respect to the Cash-Out Merger and supersedes all prior arrangements or understandings with respect thereto, written or oral.

• From and after the Effective Time, the Cash-Out Merger shall have the effects set forth in Section 259 of the Delaware General Corporation Law.

• The former choice corrects our results downwards, while the latter choice corrects them upwards.

• Part of the thorough examination may include some testing, if considered necessary, the thorough examination may also be supplemented by an inspection.

More Definitions of Cash-Out Merger

Cash-Out Merger has the meaning set forth in Section 2.05.

Cash-Out Merger has the meaning set forth in Section 3.02.