Merger has the meaning set forth in the Recitals.
Amalgamating Corporations means both of them;
Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.
Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.
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.
Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.
Recapitalization Agreement shall have the meaning set forth in the Recitals.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Reorganization Plan means a plan of reorganization in any of the Cases.
Selected Consolidated Financial Data and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.
Reorganization Agreement has the meaning set forth in the recitals.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
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).
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.