Pinnacle Merger Agreement definition

Pinnacle Merger Agreement means that certain Agreement and Plan of Merger, dated May 12, 2014, by and among the Company, Pinnacle Foods Inc., Helix Merger Sub Corporation and Helix Merger Sub LLC, as the same may be amended from time to time.
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Pinnacle Merger Agreement means that certain Agreement and Plan of Merger, dated as of December 17, 2017 by and among Guarantor, Franchise Merger Sub, Inc., a wholly owned subsidiary of Guarantor, and Pinnacle Entertainment, Inc.
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Pinnacle Merger Agreement has the meaning set forth in the Recitals to this Agreement.
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Examples of Pinnacle Merger Agreement in a sentence

  • Notwithstanding the foregoing, no Pinnacle Release shall be required if the Pinnacle Merger Agreement terminates other than pursuant to Section 7.1(a) thereof.

  • A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error in computation.

  • Since its inception, Holding has not engaged in any activity, other than such actions in connection with (i) its organization, (ii) the purchase of all of the outstanding capital stock of Acquisition and (iii) the preparation, negotiation and execution of the Pinnacle Merger Agreement and the transaction documents under and relating to the Pinnacle Merger Agreement, this Agreement and the other Transaction Documents and the transactions contemplated thereby and hereby.

  • In particular, I ensured that I gave equal weight to the opinions of all groups of stakeholders whilst undertaking my research with divergent groups of pupils, school staff and parents.

  • Capitalized and certain other terms used in this Agreement and not otherwise defined have the meanings set forth in the Pinnacle Merger Agreement.

  • All conditions to closing contained in the Pinnacle Merger Agreement shall have been satisfied or waived by the appropriate party thereto.

  • Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The Pinnacle Merger Agreement and the consummation of the transactions contemplated by the Pinnacle Merger Agreement and the Voting and Contribution Agreement and the consummation of the transactions contemplated by such Voting and Contribution Agreement are transactions contemplated by this Agreement.

  • Pursuant to the terms and conditions of the Pinnacle Merger Agreement, Crunch Acquisition merged with and into Pinnacle, with Pinnacle as the surviving entity.

  • Based upon the working capital balances at July 31, 2003, $23,349 would not be payable to the selling shareholders pursuant to the purchase price adjustment in the Pinnacle Merger Agreement and is included in cash.

  • Exhibit A Voting and Contribution Agreement Exhibit B Pinnacle Merger Agreement AGREEMENT AND PLAN OF MERGER dated as of April 17, 2000 (this "Agreement"), among PH CASINO RESORTS, INC., a Delaware corporation ("PHCR"), HARVEYS CASINO RESORTS, a Nevada corporation ("Harveys"), and HARVEYS ACQUISITION CORPORATION, a Nevada corporation ("Harveys Acq Corp").


More Definitions of Pinnacle Merger Agreement

Pinnacle Merger Agreement means the certain Plan of Merger dated as of March 28, 2003, by and among the MarkWest Merger Subsidiaries and the Pinnacle Merger Subsidiaries. Pinnacle Purchase Agreement means that certain Purchase Agreement dated as of March 24, 2003, among Energy Spectrum Partners LP, a Delaware limited partnership, PNG Corporation, a Delaware corporation, MW GP, MW Limited, and the MLP. Pinnacle Merger Subsidiaries means, collectively, Pinnacle Natural Gas Company, a Texas corporation, Pinnacle Pipeline Co., a Texas corporation, PNG Transmission Company, Inc., a Texas corporation, PNG Utility Company, a Texas corporation, and Bright Star Gathering, Inc., a Texas corporation. Pro Rata Share means, at any date of determination, for any Lender with respect to a particular Facility, the percentage (carried out to the ninth decimal place) that its Committed Sum for such Facility bears to the aggregate Committed Sums of all Lenders for such Facility. Facility means any of the Acquisition Subfacility, the Working Capital/Distribution Subfacility, and the Term Loan Facility.
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Pinnacle Merger Agreement means the Agreement and Plan of Merger, by and among Pinnacle Foods Holding Corporation ("PFHC"), Crunch Holding Corp., Crunch Acquisition Corp. and HMTF PF, LLC.
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Pinnacle Merger Agreement means the Agreement and Plan of Merger, dated as of August 8, 2003, by and among Pinnacle Foods Holding Corporation, Crunch Holding, Crunch Acquisition Corp. and HMTF PF, L.L.C., in its capacity as representative.
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Related to Pinnacle Merger Agreement

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

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

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

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

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

  • 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.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • 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.

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

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • 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.

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

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

  • Acquisition Transactions means the transactions contemplated by the Acquisition 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.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

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

  • 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.

  • MergerSub has the meaning set forth in the Preamble.

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.