Distribution Merger Agreement definition

Distribution Merger Agreement has the meaning assigned in the preamble hereto.
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Distribution Merger Agreement has the meaning assigned to such term in the Recitals hereto.
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Distribution Merger Agreement means the Distribution Agreement and Plan of Merger, dated as of May 7, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of 21CF, as it may be amended from time to time, a copy of which is attached as Annex C to this joint proxy statement/prospectus;
Sample 1

Examples of Distribution Merger Agreement in a sentence

  • Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendment and shall use its reasonable best efforts to obtain and solicit such adoption.

  • Subject to the satisfaction or waiver of the conditions set forth in the Distribution Merger Agreement, the Distribution shall occur at the Distribution Effective Time.

  • This Agreement and the Distribution Merger Agreement shall have been duly adopted by holders of Shares constituting the Company Requisite Vote, the Charter Amendment shall have been approved by a majority of the outstanding Class B Shares entitled to vote, and the Stock Issuance shall have been approved by holders of shares of Parent Common Stock constituting the Parent Requisite Vote.

  • Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption.

  • The Distribution Merger Agreement shall contain only such terms as are necessary to effect the Distribution and such other terms as may be mutually agreed with Parent.

  • This Agreement and the Distribution Merger Agreement shall have been duly adopted by holders of Shares constituting the Company Requisite Vote, the Charter Amendments shall have been approved by a majority of the outstanding Class B Shares entitled to vote, and the Stock Issuance shall have been approved by holders of shares of Parent Common Stock constituting the Parent Requisite Vote.

  • Promptly following execution of this Agreement, subject to the approval of the Board of Directors of the Company within 90 days after the date of this Agreement, the Company shall prepare, execute and deliver the Distribution Merger Agreement in a form mutually agreed with Parent.

  • Interface should be granted authority to provide disaster 2-1-1 service in the counties of Alpine, Calaveras, Colusa, Del Norte, Inyo, Lake, Lassen, Madera, Mono, Siskiyou, Sutter, and Trinity.

  • The minimum amount of information should be maintained for the minimum amount of time in order to support the project.Example: The project retains the information for the period of time in which fraud could be prosecuted and then the information is deleted.In some cases, DHS may choose to retain files in active status and archive them after a certain period of time.

  • The reader may wonder whether, by analogy with the maximax formula (3.4), S+ can be written in terms ofa “minimin” formula.


More Definitions of Distribution Merger Agreement

Distribution Merger Agreement means the Distribution Agreement and Plan of Merger, dated as of [●], by and between 21CF and 21CF Distribution Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of 21CF, as it may be amended from time to time, a copy of which is attached as Annex C to this joint proxy statement/prospectus;
Sample 1
Distribution Merger Agreement means the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, by and between 21CF and Distribution Sub, as it may be amended from time to time, a copy of which is filed as an exhibit to the registration statement on Form 10 of which this information statement is a part;
Sample 1

Related to Distribution 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.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

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

  • 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.

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

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

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

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

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

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

  • Separation and Distribution 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.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • 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.

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

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • 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.

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

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

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

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

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Recapitalization Agreement shall have the meaning set forth in the recitals hereto.