Merger Proxy definition

Merger Proxy means the Proxy Statement to be filed with the SEC by EIAC pursuant to Section 14(a) of the Exchange Act in connection with the Merger.
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Merger Proxy shall have the meaning set forth in Section 1.12. "OPTION ESCROW" shall have the meaning set forth in Section 1.5(c)(ii). "OPTION ESCROW AGENT" shall have the meaning set forth in Section 1.5(c)(v). "OPTION ESCROW AGREEMENT" shall have the meaning set forth in Section 1.6(b). "OTHER OWNERSHIP INTERESTS" shall have the meaning set forth in Section 2.2. "PARENT" shall have the meaning set forth in the preamble. "PARENT CERTIFICATES" shall have the meaning set forth in Section 1.7(b). "PARENT COMMON STOCK" shall have the meaning set forth in Recital E. "PARENT INDEMNIFIED PARTIES" shall have the meaning set forth in Section 6.2. "PARENT MATERIAL ADVERSE EFFECT" shall have the meaning set forth in Section 2.1. "PARENT RELATED DOCUMENTS" shall have the meaning set forth in Section 2.6. "PARENT SEC DOCUMENTS" shall have the meaning set forth in Section 2.12. "PARENT SERIES A STOCK" shall have the meaning set forth in Recital E. "PARENT STOCK" shall have the meaning set forth in Section 1.7(a). "PEI" shall have the meaning set forth in the preamble. "PEI CERTIFICATES" shall have the meaning set forth in Section 1.7(b). "PEI COMMON STOCK" shall have the meaning set forth in Recital B. "PEI CONTRACT" shall have the meaning set forth in Section 3.20(j). "PEI DESIGNATED PLANS" shall have the meaning set forth in Section 3.23(a). "PEI INDEMNIFIED PARTIES" shall have the meaning set forth in Section 6.3. "PEI MATERIAL ADVERSE EFFECT" shall have the meaning set forth in Section 3.1. "PEI RELATED DOCUMENTS" shall have the meaning set forth in Section 3.4. "PEI SHAREHOLDER DEBT" shall have the meaning set forth in Recital B. "PEI SHAREHOLDERS" shall have the meaning set forth in Section 1.6(a). "PERSON" shall have the meaning set forth in Section 1.5(c)(ii). "PLANS" shall have the meaning set forth in Section 2.26(a). "PRO RATA SHARE" shall have the meaning set forth in Section 1.5(c)(v). "PROPRIETARY RIGHTS" shall have the meaning set forth in Section 2.8. "REGULATED ACTIVITY" shall have the meaning set forth in Section 2.27(c)(iv). "REMAINDER NOTE" shall have the meaning set forth in Section 5.2(c). "REMAINING OPTION SHARES" shall have the meaning set forth in Section 1.5(c)(ix). "RPM WARRANTS" shall have the meaning set forth in Section 1.5(c)(x). "SEC" shall have the meaning set forth in Section 1.12. "SECURITIES ACT" shall have the meaning set forth in Section 1.12. "SHAREHOLDER REPRESENTATIVE" shall have the meaning set forth in Section 6.4(a). "SIGNIFICANT PEI SHAR...
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Merger Proxy has the meaning set forth in the recitals to this Agreement. “Purchase Price” has the meaning set forth in Section 2.01.
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Examples of Merger Proxy in a sentence

  • The Corporation may satisfy any such notice and update requirements described in the preceding two sentences by providing such information on a Form 8-K, Schedule TO, Schedule 14D-9, Preliminary Merger Proxy on Schedule 14A, Definitive Merger Proxy on Schedule 14A or similar form filed with the SEC.

  • Each of Seller, EIAC and Buyer agree to perform their respective best reasonable efforts in order that the preliminary filing of the Merger Proxy is made with the SEC no later than December 21, 2007.

  • Buyer shall include the Registrable Securities in the Acquisition Registration Statement to the extent that such inclusion would not, in Buyer’s reasonable judgment, after receiving written comments from the SEC that address the registration of the Registrable Securities, materially hinder or delay the SEC’s declaration of effectiveness thereof or approval of the Merger Proxy.

  • Parent, Merger Sub and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Merger Proxy Statement in order to satisfy applicable Legal Requirements.

  • PubCo may satisfy any such notice and update requirements described in the preceding two sentences by providing such information on a Form 8-K, Schedule TO, Schedule 14D-9, Preliminary Merger Proxy on Schedule 14A, Definitive Merger Proxy on Schedule 14A, Registration Statement on Form S-4, or similar form filed with the SEC.

  • Parent, Purchaser and the Company shall cooperate in good faith to determine the information regarding each of them that is necessary to include in the Merger Proxy Statement in order to satisfy applicable Legal Requirements.

  • Except as otherwise provided in Section 11.2 and except for the cost of printing and mailing the Merger Proxy Statement-Prospectus which shall be shared equally, each Party hereto shall bear and pay all costs and expenses incurred by it in connection with the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel and, in the case of SR Bancorp, the registration fee to be paid to the SEC in connection with the Merger Registration Statement.

  • The Merger Proxy Statement shall include the Company Board Recommendation, unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with Section 6.1. The Merger Proxy Statement shall include the notice of the Company Stockholder Meeting and the notice and other information required by Section 262(d) of the DGCL.

  • Vivid Seats may satisfy any such notice and update requirements described in the preceding two sentences by providing such information on a Form 8-K, Schedule TO, Schedule 14D-9, Preliminary Merger Proxy on Schedule 14A, Definitive Merger Proxy on Schedule 14A or similar form filed with the SEC.

  • The terms of the Management Agreement shall have been mutually agreed in writing by the Seller, the Buyer and EIAC and on or before the date of the filing of the final Merger Proxy with the SEC and each of Buyer and the Management Company shall have executed the Management Agreement on or before the Closing Date.


More Definitions of Merger Proxy

Merger Proxy has the meaning set forth in the recitals to this Agreement.
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Related to Merger Proxy

  • Company Shareholders Meeting means the meeting of the Company’s shareholders (including any adjournments or postponements thereof) to be held to consider the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger.

  • Company Shareholder Meeting has the meaning set forth in Section 5.13(b).

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

  • Company Shareholder Approval means the approval and adoption of this Agreement, the Cayman Plan of Merger and the Transactions (including the Merger) at the Company Shareholders’ Meeting by the Required Company Vote.

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.