Merger Balance Sheet definition

Merger Balance Sheet means an unaudited balance sheet of Merging Entity, as of the close of business on the day immediately preceding the Effective Date, computed under Parent's GAAP Policy referenced in Section 2.7 hereof and in accordance with Section 2.27 hereof and after having reconciled any differences between the tax and financial accounting so that Surviving Corporation shall not be responsible for any liabilities unless and to the extent the same are reflected on the Merger Balance Sheet. The Merger Balance Sheet shall be deemed accepted by Parent if no objections thereto are made within fifteen (15) days of delivery. If Parent objects to the Merger Balance Sheet within fifteen (15) days of delivery, then the parties shall have fifteen (15) days to resolve any objections of Parent to the Merger Balance Sheet. If the parties are unable to resolve such differences, one arbitrator shall be selected by Shareholder and one arbitrator shall be selected by Parent. The two arbitrators shall then pick one mutually acceptable arbitrator (the "Arbitrator") to resolve all questions in dispute. The decision of the Arbitrator shall be final and the fees for his services shall be borne fifty percent (50%) by Parent and fifty percent (50%) by Shareholder. Notwithstanding anything in the foregoing to the contrary, if the Merger Balance Sheet is not submitted within seventy-five (75) days after the Effective Date, then Parent shall submit a Merger Balance Sheet within fifteen (15) days thereafter which shall be final, conclusive and binding on all parties hereto, and not subject to any of the arbitration provisions described above. (b)
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Merger Balance Sheet means an unaudited balance sheet of Merging Entity, as of the close of business on September 30, 1998, computed under Parent's GAAP Policy referenced in Section 2.7 hereof and in accordance with Section 2.27 hereof and after having reconciled any differences between the tax and financial accounting so that Surviving Corporation shall not be responsible for any liabilities unless and to the extent the same are reflected on the Merger Balance Sheet. The Merger Balance Sheet shall be deemed accepted by Parent if no objections thereto are made within fifteen (15) days of delivery. If Parent objects to the Merger Balance Sheet within fifteen (15) days of delivery, then the parties shall have fifteen (15) days to resolve any objections of Parent to the Merger Balance Sheet. If the parties are unable to resolve such differences, the procedure set forth in Section 14.2 shall be used. Notwithstanding anything in the foregoing to the contrary, if the Merger Balance Sheet is not submitted within seventy-five (75) days after the Effective Date, then Parent shall submit a Merger Balance Sheet within fifteen (15) days thereafter which shall be final, conclusive and binding on all parties hereto, and not subject to any of the arbitration provisions described above.
Sample 1
Merger Balance Sheet means an audited balance sheet of Merging Entity, as of 11:59 p.m. on August 31, 1997, computed under Parent's GAAP Policy referenced in Section 2.7 hereof and in accordance with Section 2.27 hereof and after having reconciled any differences between tax and financial accounting so that Surviving Corporation shall not be responsible for any liabilities unless and to the extent the same are reflected on the Merger Balance Sheet. The Merger Balance Sheet shall be deemed accepted by Parent if no objections thereto are made within thirty
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Examples of Merger Balance Sheet in a sentence

  • To approve, as the Merger Balance Sheet of Telefónica, S.A., of the Balance Sheet as of December 31, 2005 drawn up by the Board of Directors of Telefónica, S.A. at its meeting of February 28, 2006, duly verified on March 1, 2006 by Ernst & Young, S.L., the Auditor of Telefónica, S.A., and approved by the shareholders at this General Meeting under item I of the Agenda.

  • To cause to be timely filed, at no expense which has not previously been reserved for on the Merger Balance Sheet, all federal, state and local tax returns of all kinds required to be filed by Merging Entity for all tax periods ending on or prior to the Effective Date ("Post-Merger Filings").

  • WorldReginfo - 307073ea-997d-48b6-8ec6-d41c3004f3372006 ANNUAL GENERAL SHAREHOLDERS' MEETING 2 of 23 Proposal regarding Item II on the Agenda: Examination and approval, if deemed appropriate, of the Merger Plan of Telefónica, S.A. and Telefónica Móviles, S.A. and approval, as the Merger Balance Sheet, of the Balance Sheet of Telefónica, S.A. as of December 31, 2005.

  • The Merger Balance Sheet will be true and correct, will be in accordance with the books and records of Merging Entity, will present fairly the financial conditions and results of operations of Merging Entity as of the date and for the period indicated, will not contain any untrue statement of a material fact nor will omit to state any material fact required to be stated to make the Merger Balance Sheet not misleading.

  • The property of the Absorbed Company (assets and liabilities) was transferred to the Absorbing Company, based on its property condition which appears in the Merger Balance Sheet of May 31st, 2014.

  • Any costs for such tail coverage shall have been expensed as if such coverage had been bound prior to the Effective Date and shall not be reflected as an asset on the Merger Balance Sheet.

  • Upon audition of the Merger Balance Sheet, the Reports, certificates and documents, approval of the Draft Merger Agreement and the Notarial Merger Deed in relation to the Merger by Way of Absorption of Eurobank EFG by Alpha Bank, grant of authority to execute the Notarial Merger Deed and perform various juridical acts.

  • To cause to be delivered to Parent as soon after the Closing Date as is practicable, and in all events no later than sixty (60) days after the Effective Date, the Merger Balance Sheet, as defined in Section 14.6(a), and its related work papers and other financial documents prepared therefor.

  • APPENDIX 2Description of assets, liabilities and shareholders’ equity and valuation of the Merging Company and the preliminary presentation of the balance sheet of the Recipient CompanyThe balance sheets of the Recipient Company and Merging Company before the Merger as at 30 September 2016 and the illustrative Merger Balance Sheet of the Recipient Company after the Merger at that date calculated under the merger accounting method are presented below.

  • The Canadian uranium industry has, in recent years, been the leading supplier with production of approximately 30 million pounds U3O8 in 2004, equivalent to about 29% of world production.


More Definitions of Merger Balance Sheet

Merger Balance Sheet shall have the meaning set forth in Section 2.4(a) hereto.
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Related to Merger Balance Sheet

  • Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016.

  • Interim Balance Sheet as defined in Section 3.4.

  • Parent Balance Sheet shall have the meaning assigned to such term in Section 5.13 hereof.

  • Latest Balance Sheet has the meaning set forth in Section 3.4(a).

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Current Balance Sheet shall have the meaning set forth in Section 2.7.

  • Interim Balance Sheet Date has the meaning set forth in Section 3.06.

  • Unaudited Interim Balance Sheet shall have the meaning specified in Section 2.4(a)(iii) of the Agreement.

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • Balance Sheet has the meaning set forth in Section 3.06.

  • Parent Balance Sheet Date shall have the meaning assigned to it in Section 5.13 hereof.

  • Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).

  • relevant balance sheet means the latest published audited consolidated balance sheet of the Group, but where the Company has no subsidiaries it means the balance sheet and profit and loss account of the Company and, where the Company has subsidiaries but there are no consolidated accounts of the Group, it means the respective balance sheets and profit and loss accounts of the companies comprising the Group;

  • Recent Balance Sheet has the meaning set forth in Section 3.5(a).

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

  • Company Balance Sheet Date means December 31, 2016.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Balance Sheets has the meaning set forth in Section 4.5(a).

  • Current Balance Sheet Date means December 31, 1997.

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

  • Latest Balance Sheet Date has the meaning set forth in Section 3.10.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • SEC Off-Balance Sheet Rules means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).