Merger Purpose definition

Merger Purpose means the purpose set out in paragraph (a) of Clause 3.1 (Purpose).
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Merger Purpose means the purpose set out in paragraph (a) of Clause 3.1 ( Purpose).
Sample 1

Examples of Merger Purpose in a sentence

  • For a description of the events leading to the approval of the merger agreement by the Company's board of directors and its special committee, see "Special Factors -- Background of the Merger." Purpose and Structure of the Merger.

  • See "--Background of the Merger; Purpose of the Transaction." ASSUMPTIONS, LIMITATIONS AND QUALIFICATIONS OF XXXXXXX & WAKEFIELD'S VALUATION In preparing the appraisals, Xxxxxxx & Xxxxxxxxx relied, without independent verification, on the accuracy and completeness of all information supplied or otherwise made available to it by or on behalf of the Partnership, including rent rolls, histories of income and expenses and lease summaries.

  • This happens to be a variant of the celebrated Bogoliubov– Parasyuk theorem, saying that such a lifting is always possible.

  • The Total Commitments shall be immediately cancelled at the end of the Availability Period applicable to Loans advanced for any purpose other than the Merger Purpose.

  • DETERMINATION OF MERGER PRICE As described above under "--Background of the Merger; Purpose of the Transaction," the Purchaser based its initial merger price of $864 per Unit on the appraisals of the Properties prepared by Xxxxxxx & Xxxxxxxxx.

  • Purpose of, Alternative to, Reasons for and Effects of the Tender Offer and the Merger Purpose, Alternative and Reasons.

  • In addition, the initial utilisation of the Revolving Facility will be drawn down on the same day as the Term Facility for the Merger Purpose.

  • The information in "INTRODUCTION" and "SPECIAL FACTORS -- Reasons for the Offer and the Merger; Purpose and Structure of the Transactions; Plans After the Offer; Effects of the Offer and the Merger" of the Offer to Purchase is incorporated herein by reference.

  • ICII's Purpose for Pursuing the Proposed Merger; Structure of the Proposed Merger Purpose.

  • For e.g., to detect data being matched to a machine and to make sure data was converted using an authorized machine.• Merger Purpose (MP) – any purpose for which a company acts on a type of information in case of mergers, transfer of control, or transfer of company assets.

Related to Merger Purpose

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

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

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

  • Merger Sub II has the meaning set forth in the Preamble.

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

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

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

  • Base Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Stockholder Approval has the meaning set forth in Section 4.5.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.