First Company Merger definition

First Company Merger has the meaning set forth in the recitals to this Agreement.
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First Company Merger has the meaning set forth in the Recitals.
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First Company Merger means the merger of Merger Sub Inc. with and into Redbox pursuant to the Merger Agreement, with Redbox surviving the merger as the Surviving Corporation;
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Examples of First Company Merger in a sentence

  • The exercise price per share of New Charter Common Stock subject to any such Company Adjusted Option shall be an amount equal to the quotient of (A) the exercise price per share of Company Stock subject to such Company Stock Option immediately prior to the First Company Merger Effective Time divided by (B) the Stock Award Exchange Ratio, with any fractional cents rounded up to the next higher number of whole cents.

  • Following the First Company Merger Effective Time, no vote or approval of the for- mer holders of capital stock of the Company is required in connection with the other Mergers.

  • No fractional shares of Company Surviving Corporation Stock shall be issued in the First Company Merger and no fractional shares of New Charter Common Stock shall be issued in the Parent Merger.

  • The Company has taken all action neces- sary to exempt the First Company Merger, the Second Company Merger, this Agreement, and the transactions contemplated hereby from Section 203 of Delaware Law, and, accordingly, nei- ther such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions.

  • The affirmative vote of the holders of a majority of the outstanding shares of Company Stock (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consum- mation of the transactions contemplated hereby, including the First Company Merger and the Second Company Merger.

Related to First Company Merger

  • Company Merger has the meaning set forth in the recitals hereto.

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

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

  • MergerSub has the meaning set forth in the Preamble.

  • Bank Merger has the meaning set forth in the recitals.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

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

  • Bancorp means Eagle Bancorp, Inc., a Maryland corporation.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

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

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

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

  • Merger has the meaning set forth in the Recitals.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.