Chesapeake Contribution and Merger Agreement definition

Chesapeake Contribution and Merger Agreement means that certain Contribution Agreement and Plan of Merger, dated as of October 5, 2016, as subsequently amended or otherwise modified, among the Company, Alliqua Holdings, Inc., a wholly owned Subsidiary of the Company (“New Alliqua”), Chesapeake Merger Corp., a wholly owned subsidiary of Alliqua Holdings, Inc.(“Chesapeake Merger Corp”) and Soluble Systems, LLC.
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Chesapeake Contribution and Merger Agreement means, collectively, that certain Contribution Agreement and Plan of Merger, dated as of October 5, 2016, as subsequently amended or otherwise modified, among the Company, Alliqua Holdings, Inc., a wholly owned Subsidiary of the Company (“New Alliqua”), Chesapeake Merger Corp., a wholly owned subsidiary of Alliqua Holdings, Inc. (“Chesapeake Merger Corp”) and Soluble Systems, LLC and all exhibits, addendums and other ancillary documents and instruments relative thereto or all or any portion of the Chesapeake Transaction.
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Examples of Chesapeake Contribution and Merger Agreement in a sentence

  • Attached as Exhibit B hereto is a true and correct copy of the Chesapeake Contribution and Merger Agreement, together with all exhibits and attachments thereto and all amendments, waivers and other modifications thereto since October 5, 2016.

  • Lender hereby grants the Borrower a one-time waiver of Section 8.5 of the Credit Agreement in order to allow the Borrower to lend $350,000 to Soluble Systems LLC in order to extend the Outside Date (as defined in the Chesapeake Contribution and Merger Agreement) until February 28, 2017, in accordance with Section 11.01(d)(iii) of the Chesapeake Contribution and Merger Agreement.

  • The Lender shall have received a true and correct copy of the Chesapeake Contribution and Merger Agreement and such other documents and instruments specified in Section 5.3 below.

Related to Chesapeake Contribution and Merger Agreement

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

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

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

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Contribution Agreements has the meaning set forth in the Recitals.

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

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • 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.

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

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

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

  • Public-private partnership agreement means an agreement

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

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

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the Annual Additions to the Member's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Member's nondeductible employee contributions to all defined benefit plans, whether or not terminated, maintained by the Employer, and the Annual Additions attributable to all welfare benefit funds, as defined in Code Section 419(e), and individual medical accounts, as defined in Code Section 415(l)(2), maintained by the Employer), and the denominator of which is the sum of the maximum aggregate amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The maximum aggregate amount in any Limitation Year is the lesser of 125 percent of the dollar limitation determined under Code Section 415(b) and (d) in effect under Code Section 415(c)(1)(A) of the Code or 35 percent of the Member's Compensation for such year. If the Member was a member as of the end of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction shall be adjusted if the sum of this fraction and the Defined Benefit Plan Fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the plan made after May 5, 1986, but using the Code Section 415 limitations applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all employee contributions as Annual Additions.

  • Company Operating Agreement means that certain Eighth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 20, 2013, as the same may be amended from time to time.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • Operating Partnership Agreement means the Limited Partnership Agreement of the Operating Partnership, as amended from time to time.

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

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.