Company 2014 Merger Agreement means that certain Agreement and Plan of Merger, dated as of May 8, 2014, by and among Variation Biotechnologies (US), Inc., Xxxxxxx Capital (Delaware) Corp. and VBI Acquisition Corp.
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.
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.
Plan of Merger has the meaning set forth in Section 2.2.
Company Merger shall have the meaning given 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.
Transaction Agreement has the meaning set forth in the recitals.
Parent Agreement has the meaning given to it in Clause 12;
First Merger shall have the meaning given in the Recitals hereto.
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.
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).
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Company Acquisition Transaction means any transaction or series of transactions involving:
Merger Sub 1 has the meaning set forth in the Preamble.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
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.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
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.
Reorganization Agreement has the meaning set forth in the recitals.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.