Other Mergers definition

Other Mergers has the meaning assigned in the Recitals.
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Other Mergers means the Holdco Merger and the Bank Merger, collectively.
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Examples of Other Mergers in a sentence

  • No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits or makes illegal the consummation of the Merger or the Other Mergers.

  • No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of the Merger or the Other Mergers.

  • In the Other Mergers, the shares of the entity not surviving the merger shall be cancelled and the shares of the entity surviving the merger shall remain outstanding and not be affected thereby.

  • The Company and Parent will cooperate and use reasonable best efforts to effect the Other Mergers immediately following the Effective Time and to effect the conversion of the operating systems of the Company Bank Sub to those of Parent Bank Sub immediately following the Effective Time.

  • This increase will be paid to the Stockholders no later than April 30 of the following year, as additional consideration for the Merger and the Other Mergers.

  • The parties named in Article 7 of this Agreement shall execute and deliver the agreements which constitute conditions precedent to the Merger at or prior to the Effective Time, and both of the Other Mergers shall have been consummated at or prior to the Effective Time.

  • All additional consideration paid to the Stockholders pursuant to this Section 10.2(a) will be paid in cash and Group 1 Common Stock, in the same proportions as the aggregate consideration received by each Stockholder in the Merger and the Other Mergers.

  • Acquiror will cooperate in the preparation, execution and processing of all applications and all director, shareholder and regulatory approvals of Acquiror, its Subsidiaries, the Company and Company Bank necessary or appropriate to obtain regulatory, corporate and other approvals of the Other Mergers in a timely manner.

  • The Company and Parent will cooperate and use their reasonable best efforts to effect the Other Mergers immediately following the Effective Time, including entering into any necessary agreements and seeking any necessary regulatory approvals and to effect the conversion of the operating systems of the Company Bank to those of Parent Bank immediately following the Effective Time.

  • Group 1 will acquire by merger (the "Other Mergers") Koonx Xxxd, Inc., a Florida corporation and Courtesy Ford, Inc., a Florida corporation (collectively, the "Other Companies") pursuant to plans of merger entered into among the Other Companies and subsidiaries of Group 1 (collectively, the "Other Plans of Merger").

Related to Other Mergers

  • Mergers has the meaning set forth in the Recitals.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Bank Merger has the meaning set forth in the recitals.

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

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

  • Second Merger 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.

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

  • Permitted Merger shall have the meaning set forth in Section 3.01.

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

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

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

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

  • Share Exchange has the meaning set forth in Section 2.1.

  • Business Combination Transaction means:

  • Contemplated Transactions means all of the transactions contemplated by this Agreement.

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

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • 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.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • 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;

  • Transactions means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • 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.

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

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • EC Merger Regulation means the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.