CG Merger Agreement definition

CG Merger Agreement has the meaning set forth in the recitals.
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Examples of CG Merger Agreement in a sentence

  • Notwithstanding anything to the contrary set forth in this Agreement, Parent shall not be obligated to issue Parent Stock or Promissory Notes to more than an aggregate of thirty-five (35) Persons that are not “accredited investors” within the meaning of Regulation D (“Regulation D”) promulgated by the SEC under the Securities Act (“Accredited Investors”) pursuant to Section 2.02(a) of this Agreement and Section 2.02(a) of the C/G Merger Agreement.

  • Neither the Partnership nor any of its Subsidiaries has taken or agreed to take any action or is aware of any fact or circumstance that would be reasonably likely to prevent the exchanges of GrafTech Stock and Units for Parent Stock pursuant to the Mergers and, if consummated, the exchange of units in C/G for Parent Stock pursuant to the C/G Merger Agreement, from qualifying as exchanges described in Section 351 of the Code.

  • The Closing under this Agreement shall not be contingent on the prior or concurrent occurrence of the closing under the C/G Merger Agreement.

Related to CG Merger Agreement

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

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

  • Share Exchange Agreement has the meaning specified in the Recitals.

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

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

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

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Transaction Agreement has the meaning set forth in the recitals.

  • 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.

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

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

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

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

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

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

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

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

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

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

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