Orion Merger definition

Orion Merger for this purpose means the transaction described in the Agreement and Plan of Merger.
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Orion Merger means the transaction described in the Agreement and Plan of Merger.
Sample 1Sample 2Sample 3

Examples of Orion Merger in a sentence

  • The “Agreement and Plan of Merger” for this purpose means the Agreement and Plan of Merger dated as of December 11, 2015 by and among Diamond-Orion HoldCo, Inc., The Dow Chemical Company, Diamond Merger Sub, Inc., Orion Merger Sub, Inc.

  • II, and Orion Merger Sub Corp., dated as of June 9, 2021, as may be amended from time to time, provided that the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s stockholders.

  • Pursuant to terms of the MA, Orion Merger Sub will merge into DuPont such that DuPont would continue as the surviving company.

  • Orion Merger Sub has been incorporated by DowDuPont as its wholly owned subsidiary.

  • Dow will merge with Diamond Merger Sub, such that Dow will be the surviving entity and DuPont will merge with Orion Merger Sub, with DuPont as the surviving entity.Thereafter, Dow and DuPont will become subsidiaries of DowDuPont.

  • Employee hereby agrees to execute such further document(s) as shall be determined by the Company as necessary or desirable to give effect to the end of Employee’s status as an officer of the Company (including a written resignation as an officer of the Company as required by Section 8.4(b) of the Agreement and Plan of Merger and Reorganization among the Company, Orion Merger Sub, Inc.

  • Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among GI DI Orion Acquisition Inc., a Delaware corporation ("Parent"), GI DI Orion Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, and ORBCOMM Inc., a Delaware corporation, in exchange for $11.50 per share upon the consummation of the transactions contemplated by the Merger Agreement (the "Merger").

  • Orion, Merger Sub and Target each intend, for Federal income tax purposes, that the Merger contemplated thereby constitutes a reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Dow and DuPont have incorporated DowDuPont, which in turn have incorporated two subsidiaries, Diamond Merger Sub and Orion Merger Sub.

  • As soon as practicable, Orion will take -------------------- all steps necessary to duly call, give notice of, convene and hold a meeting of its stockholders (including filing with the SEC and mailing to its stockholders the Proxy Statement) for the purpose of adopting and approving this Agreement and the Orion Merger and for such other purposes as may be necessary or desirable in connection with effectuating the transactions contemplated hereby.

Related to Orion Merger

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • First Merger shall have the meaning given in the Recitals hereto.

  • 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.

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

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Company Merger shall have the meaning given in the Recitals.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

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

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

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

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Acquisition Transaction means any transaction or series of transactions involving: