EFFECTS OF THE MERGER definition

EFFECTS OF THE MERGER. The Merger shall have the effects specified in the North Carolina Statute. 1.04
Sample 1

Examples of EFFECTS OF THE MERGER in a sentence

  • CERTAIN EFFECTS OF THE MERGER As a result of the merger, the equity interests of CogenAmerica will be owned 80% by Calpine and 20% by NRG, and the current stockholders, other than NRG, will have no continuing interest in CogenAmerica.

  • EFFECTS OF THE MERGER The principal results of the merger will be that III Exploration will own all of the equity interest in Petroglyph and the unaffiliated public stockholders will receive a cash payment for their shares of common stock that represents a premium over the market prices at which the common stock traded immediately prior to the announcement of the initial Intermountain offer.

  • CERTAIN EFFECTS OF THE MERGER; OPERATIONS OF THE COMPANY AFTER THE MERGER When the proposed Merger is consummated, all Shares will be cashed out in the Merger and the holders of Shares will have no continuing equity interest in the Company following the Merger.

  • CERTAIN EFFECTS OF THE MERGER If the proposed Merger is consummated, the holders of the Common Stock and Preferred Stock other than Ameribank will no longer have an equity interest in the Company and its subsidiary.

  • EXCEPT TO THE EXTENT THAT THE MGCL GOVERNS THE EFFECTS OF THE MERGER, THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

  • CERTAIN EFFECTS OF THE MERGER; PLANS FOR THE COMPANY AFTER THE MERGER Following the Merger, (i) the Class A Shareholders, (ii) the Class A/B Shareholders that elect to receive Surviving Corporation Nonvoting Stock and (iii) the First Command Shareholders will own 100% of the capital stock of the Surviving Corporation, to the extent that such shareholders do not elect to seek appraisal rights.

  • CERTAIN EFFECTS OF THE MERGER As a result of the Merger, the entire equity interest in Instron as the Surviving Corporation will be owned by the Investor Group.

  • CERTAIN EFFECTS OF THE MERGER TRANSACTIONS It is currently expected that, following the Effective Date, except as described in this Prospectus/Information Statement, the business and operations of APY and AFC will be continued substantially as they are currently being conducted.

  • The past performance of ESR-REIT and the ESR-REIT Manager is not necessarily indicative of the future performance of ESR-REIT and the ESR-REIT Manager.SCHEDULE 1 PRO FORMA FINANCIAL EFFECTS OF THE MERGER ON ALOG Purely for illustrative purposes only, the pro forma financial effects of the Merger on ALOG and ESR- LOGOS REIT are set out in the tables below.

  • CERTAIN EFFECTS OF THE MERGER As a result of the Merger, other than the participating Eligible Persons, the Public Shareholders will not have an opportunity to continue their equity interest in WinsLoew as an ongoing corporation and therefore will not share in the future earnings and potential growth of WinsLoew.

Related to EFFECTS 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 Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Business Combination Transaction means:

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

  • Permitted Merger shall have the meaning set forth in Section 3.01.

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

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

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

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

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • 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.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • 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-Existing Conditions means, in respect of the Insured Person, any Sickness, Disease, Injury, physical, mental or medical condition or physiological degradation, including Congenital Condition, that has existed prior to the Policy Issuance Date or the Policy Effective Date, whichever is the earlier. An ordinary prudent person shall be reasonably aware of a Pre- existing Condition, where -

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

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

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

  • Mergers has the meaning set forth in the Recitals.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Certain Transactions, Description of Capital Stock," "Shares Eligible for Future Sale" and "Underwriters" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein;

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