J&J Merger Agreement means the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2005, among Xxxxxxx & Xxxxxxx, Xxxxxx Merger Sub, Inc. and Guidant or any amended or successor agreement thereof.
Merger Agreement has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Plan of Merger has the meaning set forth in Section 2.2.
Share Exchange Agreement has the meaning specified in the Recitals.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Second Merger has the meaning set forth in the Recitals.
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.
Transaction Agreement has the meaning set forth in the recitals.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
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.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
First Merger shall have the meaning given in the Recitals hereto.
Parent Agreement has the meaning given to it in Clause 12;
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Company Merger shall have the meaning given in the Recitals.
Reorganization Agreement has the meaning set forth in the recitals.
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.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Reorganization Transactions shall have the meaning set forth in the recitals.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Company Acquisition Transaction means any transaction or series of transactions involving:
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.