New PCA Merger Agreement means the merger agreement dated on or about the Closing, by and among HoldCo, PCA Conversion Corp. and PIPE Conversion Corp. pursuant to which the New PCA Merger will be effected.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Merger Agreement has the meaning set forth in the Recitals.
Share Exchange Agreement has the meaning specified in the Recitals.
Second Merger has the meaning set forth in the Recitals.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Plan of Merger has the meaning set forth in Section 2.2.
Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.
Transaction Agreement has the meaning set forth in the recitals.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Company Merger shall have the meaning given in the Recitals.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Agreement of Merger has the meaning set forth in Section 2.01(b).
First Merger shall have the meaning given in the Recitals hereto.
Parent Agreement has the meaning given to it in Clause 12;
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Reorganization Transactions shall have the meaning set forth in the recitals.
Reorganization Agreement has the meaning set forth in the recitals.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Company Acquisition Transaction means any transaction or series of transactions involving:
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.