Permitted Merger Party definition

Permitted Merger Party means any entity (including, without limitation, any corporation, limited liability company, or limited partnership) that (i) is engaged in Permitted Businesses (other than businesses that would not be material to the Company and the Permitted Merger Party, taken as a whole) and (ii) prior to the Permitted Merger had an equity market capitalization of at least $1.0 billion or, if less than $1.0 billion, an equity market capitalization of at least 30% of the Company’s equity market capitalization prior to the consummation of the Permitted Merger.
Sample 1

Related to Permitted Merger Party

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

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

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

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

  • 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.

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

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

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

  • 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.

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

  • 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.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • 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.

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

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

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

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

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

  • 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.

  • Merger has the meaning set forth in the Recitals.

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

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

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Business Combination Transaction means:

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

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