Permitted Merger Transaction definition

Permitted Merger Transaction means a merger of Parent with and into Tiger Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ARCP (the “Parent Merger”), and the substantially concurrent merger of Borrower with and into ARCPOP, a wholly-owned subsidiary of ARCP (the “Borrower Merger”), in each case pursuant to the terms of the Merger Agreement as in effect as of the date of this Agreement and subject to the following conditions precedent (a) no Default shall have occurred and be continuing at the time of the proposed transaction or would result therefrom, (b) after giving effect thereto, Parent and Borrower shall be in pro forma compliance with the covenants set forth in Section 8.14 for the most recent determination period for which financial statements are available (after giving effect to such transaction and the mandatory prepayment of indebtedness of ARCP and its subsidiaries (other than non-recourse indebtedness of subsidiaries of ARCP)), (c) all representations and warranties shall be true and correct in all material respects immediately prior to, and after giving effect to, such transaction (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date); provided, that any representation or warranty which is qualified by materiality or “material adverse effect” or similar language shall be true and correct in all respects, (d) all guaranty and collateral requirements under the Loan Documents, including, without limitation, pursuant to Sections 2.19 and 4.06, shall have been satisfied, (e) the owners of the Equity Interests of Parent immediately prior to giving effect to such transaction shall own not less than 65% of the aggregate Equity Interests of the survivor of such transaction, (f) Administrative Agent shall have received fully executed assumption documentation in connection therewith and opinions of counsel, in each case, as reasonably requested by Administrative Agent, (g) Administrative Agent and each Lender shall have received all documentation and other information with respect to ARCP, ARCPOP and their respective Subsidiaries required by regulatory authorities or Administrative Agent’s and/or such Lender’s internal policies under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, and (h) Parent and Borrower shall have delivered...
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Permitted Merger Transaction means any consolidation or merger of the Company with or into any other corporation, limited liability company, limited partnership or other legal entity, or any sale, lease or conveyance of all or substantially all of the Company’s assets to another legal entity organized and existing under the laws of the United States, any country in the European Union, the United Kingdom, Canada, Israel, Switzerland or any U.S. state.
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Permitted Merger Transaction means any merger, amalgamation, arrangement or consolidation transaction:
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Examples of Permitted Merger Transaction in a sentence

  • From and after the consummation of the Permitted Merger Transaction, Parent shall maintain at least one class of common shares which is subject to price quotations on The NASDAQ Stock Market or having trading privileges on the New York Stock Exchange or any other national securities exchange.

  • ARCT has elected to qualify as a REIT commencing with its taxable year ending December 31, 2011 through the time of effectiveness of the Permitted Merger Transaction.

  • So long as the Debenture and Warrants are outstanding, the Company shall remain a "foreign private issuer" as defined in the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); provided however, that the Company may cease to be a foreign private issuer as a result of a Permitted Merger Transaction.

  • As used herein, a Permitted Merger Transaction is any merger, consolidation or similar transaction in which the holder of Debentures or Warrants is entitled to receive cash, securities or other property, and any securities which the holder is entitled to receive are registered, freely tradable and listed on the Principal Market or an Approved Market.

Related to Permitted Merger Transaction

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

  • 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.

  • 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.

  • 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.

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

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

  • 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.

  • Business Combination Transaction means:

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

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

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

  • 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.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • 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.

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

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • 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.

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

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

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

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

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.