Landmark Merger Agreement means the Amended and Restated Agreement and Plan of Merger, by and among Parent, a wholly owned subsidiary of Parent and Landmark, as it may be amended from time to time.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Merger Agreement has the meaning set forth in the Recitals.
Plan of Merger has the meaning set forth in Section 2.2.
First Merger shall have the meaning given in the Recitals hereto.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Second Merger has the meaning set forth in the Recitals.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Company Merger shall have the meaning given in the Recitals.
Share Exchange Agreement has the meaning specified in the Recitals.
MergerSub has the meaning set forth in the Preamble.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Bank Merger has the meaning set forth in Section 1.03.
Merger Sub 1 has the meaning set forth in the Preamble.
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 Closing shall have the meaning set forth in Section 2.2.
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.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
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;
Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.
MergerCo has the meaning set forth in the Preamble.
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.
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.
Merger Sub II has the meaning set forth in the Preamble.
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.