Closing of the Merger definition

Closing of the Merger means the entry of the Merger in the competent commercial register.
Sample 1

Examples of Closing of the Merger in a sentence

  • The Closing of the Merger will be deemed to mean a waiver of all conditions to Closing.

  • In addition, simultaneously with delivery of such FIRPTA Notification Letter, Target shall provide to Acquiror, as agent for Target, a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), along with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of Target upon the Closing of the Merger.

  • The Closing of the Merger contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing.

  • In addition, simultaneously with delivery of such Notification Letter, Target shall have provided to Acquiror, as agent for Target, a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2) along with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of Target upon the Closing of the Merger.

  • Prior to the Closing of the Merger, the Principal Stockholder hereby agrees to execute the Stockholders Agreement, substantially in the form attached as Exhibit A to the Merger Agreement.

  • From the Closing of the Merger on September 10, 2014 to the Unwind on April 23, 2015, Charles Houghton and Phillip Stark, held the Control Block consisting of the 60,000,000 new shares of common stock which were issued by the Company and the One (1) Share of Series A Preferred Stock which was transferred from Richard DeCicco to Mr. Stark and Mr. Houghton.

  • The Closing of the Merger shall take place at the offices of Xxxxxxxxx X.

  • In the event that Grantee’s employment is terminated by any entity in the Company Group for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and any outstanding Restricted Share Units and Vested Shares that have yet to settle pursuant to Section 8 hereof, shall immediately be forfeited to the Company without payment of consideration by the Company.(b)Termination Following the Closing of the Merger.

  • Prior to the Closing of the Merger, as such term is defined in the Merger Agreement, the Employer shall employ the Executive with the same title and the same duties and responsibilities as the Executive had on August 18, 1995.

  • Notwithstanding any other provision of this Agreement or any other agreement, this Agreement and all obligations hereunder shall terminate and cease to have any force or effect upon the earliest of (i) the Closing of the Merger, (ii) any termination of the Merger Agreement in accordance with its terms, (iii) any amendment of the Merger Agreement that adversely impacts Stockholder in any material respect, without the prior written consent of Stockholder (such earliest date, the “Termination Date”).

Related to Closing of the Merger

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

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

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

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

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • 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.

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Share Exchange has the meaning set forth in Section 2.1.

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

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

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

  • 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.

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

  • Consummation Deadline As defined in Section 3(b) hereof.

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

  • IPO Closing Date means the closing date of the IPO.

  • Second Closing has the meaning set forth in Section 2.2.

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

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • 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.