Magellan Merger Agreement definition

Magellan Merger Agreement means that certain merger agreement dated as of August 2, 2016 among the Corporation, Magellan and River Merger Sub, Inc. (as amended, restated, supplemented and/or otherwise modified from time to time).
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Examples of Magellan Merger Agreement in a sentence

  • If the transactions contemplated by the Magellan Merger Agreement have closed, then promptly after such closing, the Company shall cause Magellan Petroleum to execute and deliver (and Purchaser will execute and deliver) a customary Registration Rights Agreement that includes, among other provisions, the terms set forth in Exhibit A.

  • This Agreement shall automatically terminate if (a) the Magellan Merger Agreement has been terminated and (b) the Merger Closing has not occurred.

  • Contemporaneously with the execution and delivery of this Agreement, Magellan Petroleum has executed and delivered that certain Guaranty and Support Agreement dated as of the date hereof pursuant to which it has, among other things, contingent on the closing of the transactions contemplated by the Magellan Merger Agreement, guaranteed the performance of all obligations of the Company to the holders of Series A Preferred Stock of the Company.

  • If the transactions contemplated by the Magellan Merger Agreement have closed, then promptly after such closing, Magellan shall execute and deliver (and Purchaser will execute and deliver) (i) a customary Registration Rights Agreement that includes, among other provisions, the terms set forth in Exhibit B, and (ii) a customary Preemptive Rights Agreement with the terms set forth in Exhibit C.

  • The Company’s obligations in the immediately preceding sentence shall terminate in the event Purchaser’s fully diluted equity ownership percentage in the Company or, following the closing of the merger contemplated by the Magellan Merger Agreement, in Magellan Petroleum is less than 10%.

  • It is understood that, upon the closing of the transactions contemplated by the Magellan Merger Agreement, each Purchased Share would be exchanged for 1.3 shares of Magellan Common Stock pursuant to the terms of the Magellan Merger Agreement.

  • Subject to Section 4(f), if the Magellan Merger Closing has not occurred by December 31, 2017, then at any time on or after such date so long as at such time the Magellan Merger Agreement has been terminated in accordance with its terms, the Corporation, at its option, may redeem all (but not less than all) of the outstanding shares of Series A Preferred Stock in accordance with this Section 4 (a “Redemption”).

  • If the transactions contemplated by the Magellan Merger Agreement have closed, then promptly after such closing, Magellan shall execute and deliver (and Purchaser will execute and deliver) a customary Registration Rights Agreement that includes, among other provisions, the terms set forth in Exhibit C.

Related to Magellan Merger Agreement

  • 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.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

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

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

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

  • 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.

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

  • 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.

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

  • Parent Agreement has the meaning given to it in Clause 12;

  • 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.

  • MergerSub has the meaning set forth in the Preamble.

  • 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.”

  • 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.

  • Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

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

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