Merger and Consolidation definition

Merger and Consolidation. The Association may, without the consent of the holders of Notes, consolidate with or merge into any other person, or convey, transfer or lease its properties and assets substantially as an entirety to any person, provided that in any such case (i) the successor person shall be a domestic corporation, association, partnership or trust shall assume the Association's obligations and (ii) immediately after giving effect to such transaction, no default shall have occurred and be continuing.
Sample 1

Examples of Merger and Consolidation in a sentence

  • The obligation of confidentiality by both parties, as provided herein, shall survive the termination of this Agreement.2) Merger and Consolidation.

  • Conversion 17 (a) Merger and Consolidation 17 (b) Conversion 18 Section 4.

  • Part XVI (Merger and Consolidation) for mergers and consolidations in which one or both of the constituent companies or the consolidated company is or is intended to be a foundation company.

  • CHAPTER VIII MERGER, DISSOLVING, TAKING OVER, AND SEPARATION Article 122 (1) Merger and Consolidation shall cause the merging or consolidating Company to legally dissolve.

  • Merger and Consolidation; Conversion 25 (a) Merger and Consolidation 25 (b) Conversion 25 Section 4.

  • The court, prior to issuing its decision on dissolving the school legal entity, shall specify a time limit for remedying the reason for which such dissolution was proposed, if such remedy is be possible.Section 127 Division, Merger and Consolidation of a School legal entity(1) A school legal entity may be merged or consolidated with another school legal entity and divided into other school legal entities.

  • In contrast, Section 351.410 positioned in the "Merger and Consolidation" section specifically addresses the elements necessary to effectuate a merger.

  • A proposal to approve and adopt the Agreement of Merger and Consolidation by and between FBS and Metropolitan Financial Corporation ("MFC") dated July 21, 1994 (the "Merger Agreement"), and the transactions contemplated thereby.

  • Merger and Consolidation; Conversion (a) Merger and Consolidation.

  • Conversion 27 (a) Merger and Consolidation 27 (b) Conversion 27 Section 4.

Related to Merger and Consolidation

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.

  • Merger has the meaning set forth in the Recitals.

  • Amalgamating Corporations means both of them;

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Consolidation means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

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

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

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Statutory Financial Statements means, with respect to any Party, the annual and quarterly statutory financial statements of such Party filed with the Governmental Authority charged with supervision of insurance companies in the jurisdiction of domicile of such Party to the extent such Party is required by Applicable Law to prepare and file such financial statements.

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

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Recapitalization Agreement shall have the meaning set forth in the recitals hereto.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Reorganization Plan means a plan of reorganization in any of the Cases.

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

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Parent SEC Documents has the meaning set forth in Section 4.6(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Amalgamation Application means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Company Interim Financial Statements has the meaning specified in Section 4.08(a).

  • Unaudited Interim Balance Sheet has the meaning set forth in Section 2.4(a) of this Agreement.

  • Parent SEC Reports has the meaning set forth in Section 4.5(a).