Merger Closing definition

Merger Closing means the closing of the Merger.

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Merger Closing shall have the meaning set forth in Section 2.2.

Merger Closing means the consummation of the transactions contemplated by the Merger Agreement.

Examples of Merger Closing in a sentence

For purposes of the preceding sentence, exemptions, credits, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the Merger Closing Date was the last day of the Straddle Period) shall be allocated between the portion of the Straddle Period ending on the Merger Closing Date and the portion of the Straddle Period thereafter in proportion to the number of days in each such portion.
Not less than three (3) Business Days before the Merger Closing Date, Parent shall select a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Cash Amount pursuant to Section 3.08(c).
Prior to the Merger Closing, Parent and the Company shall prepare, and on the Merger Closing Date, the Company shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger.
At the Merger Closing, the Company shall deliver to Parent a certificate pursuant to Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with a form of notice to the IRS in accordance with the requirements of Treasury Regulations Section 1.897-2(h) to be filed by Parent with the IRS on behalf of the Company following the Merger Closing, in each case, in form and substance reasonably acceptable to Parent.
At or promptly after the Effective Time (and in any event, within two (2) Business Days of the Merger Closing Date), Parent shall cause the Surviving Corporation to deposit with the Paying Agent, for the benefit of holders of shares of the Company Common Stock, cash in U.S. dollars sufficient to pay the Cash Amount at the Effective Time pursuant to Section 3.08(c) (such cash being hereinafter referred to as the “Payment Fund”).

More Definitions of Merger Closing

Merger Closing has the meaning set forth in the recitals hereto.

Merger Closing shall have the meaning set forth in Section 3.3 hereof.

Merger Closing means the Closing Date as defined in the Merger Agreement.

Merger Closing means the completion of the transactions contemplated by the Merger Agreement.

Merger Closing means closing of the Merger; “Offer” means the proposed tender offer by Shift4 to acquire all of the outstanding shares of the Company; “Severance Pay” means any legal severance pay to which you may be entitled to in connection with the termination of your employment, excluding: (i) any notice period salary payments that you may be entitled to pursuant to your Employment Agreement; and (ii) any compensation that you may be entitled to pursuant to your Employment Agreement as a consequence of your employing entity or the Group enforcing the non-compete clause therein;

Merger Closing has the meaning set forth in Section 1.5.

Merger Closing shall have the meaning set forth in the Merger Agreement.