Post-Effective Merger definition

Post-Effective Merger means the merger of the Company with and into Parent, with Parent as the surviving corporation, which if the Alternative Merger occurs, will occur immediately or as promptly as practicable following the Alternative Merger.
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Examples of Post-Effective Merger in a sentence

  • The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Alternative Merger and the Post-Effective Merger and certain other adjustments.

  • Under the Alternative Merger structure, the Company will become a restricted subsidiary of Parent under each Parent Indenture for the period beginning upon the effective time of the Alternative Merger and ending upon the effective time of the Post-Effective Merger.

  • The Company shall give the Trustee prompt written notice of the occurrence of the effective time of the Planned Merger or the Alternative Merger and the Post-Effective Merger, or the termination of the Merger Agreement prior to consummation of either the Planned Merger or the Alternative Merger.

  • Although the Company and Parent believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many important factors could affect the Company’s, Parent’s and/or the combined company’s actual financial results, results of operations, the Proposed Waivers and Amendments, the Merger and the Post-Effective Merger or the Notes, and could cause actual results to differ materially from those expressed in the forward-looking statements.

  • The articles of conversion of CNB Bank, as in effect immediately prior to the Post-Effective Merger Effective Time, shall be the articles of conversion of the Surviving Bank, from the Post-Effective Merger Effective Time until thereafter amended as provided therein and in accordance with applicable law.

  • To proceed with the Alternative Merger, at the request and expense of Parent pursuant to the Merger Agreement, the Company also is seeking Consents from Holders to further amend Section 4.07 of the Indenture to address a potential issue relating to the transitory step between consummation of the Alternative Merger and consummation of the Post-Effective Merger.

  • In addition, if the Alternative Merger and Post-Effective Merger are effected, following the Post-Effective Merger, the former subsidiaries of the Company that are Material Restricted Subsidiaries (as defined under the Parent Indentures) and any other former subsidiary of the Company that has guaranteed debt will guarantee the indebtedness of Parent and its other subsidiaries.

  • Similarly, any guarantee provided by the subsidiaries of the Company with respect to the new debt to be incurred to finance the acquisition of the Company by Parent immediately following the Post-Effective Merger may be deemed a Restricted Payment under the Indenture.

  • Immediately following the Merger, Interim Surviving Bank will merge with and into CNB Bank, with CNB Bank being the surviving institution in the Post-Effective Merger (hereinafter sometimes called the “Surviving Bank”).

  • Forward-looking statements include information concerning possible or assumed future results of operations, descriptions of our business plans and strategies and the effect of the Proposed Waivers and Amendments and the Merger (including the Planned Merger and the Alternative Merger and the Post-Effective Merger) on the Notes or on the Company or Parent after the Merger.

Related to Post-Effective Merger

  • First Effective Time has the meaning specified in Section 2.02.

  • Target Effective Date has the meaning specified in Section 2.01(a).

  • Merger Effective Date means the date on which the Merger is consummated.

  • Post-Effective Limit means (x) the minimum number of Shares that would give rise to reporting or registration obligations (except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case, as in effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under the Applicable Provisions, as determined by Dealer in its reasonable discretion, minus (y) 1.0% of the number of Shares outstanding.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • First Restatement Effective Date means the “Restatement Effective Date” as defined in the First Amendment Agreement.

  • Cost-effective means that the expenditures pursuant to

  • Settlement Effective Date means the date on which the Final Order is Final, provided that by such date the Settlement has not been terminated in accordance with Article 11.

  • Amendment Effective Date means the date of this Agreement.

  • Restatement Effective Date means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

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

  • Resignation Effective Date has the meaning specified in Section 9.06(a).

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

  • Transition Effective Date has the meaning set forth in Section II.D.3.

  • IPO Effective Date means the date upon which the Securities and Exchange Commission declares the initial public offering of the Company's common stock as effective.

  • Agreement Effective Date means the date on which the conditions set forth in Section 2 have been satisfied or waived by the appropriate Party or Parties in accordance with this Agreement.

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

  • Plan Effective Date means the occurrence of the effective date of the Plan according to its terms.

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Release Effective Date means the date the Release becomes effective and irrevocable.

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

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

  • 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;

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

  • Contract Effective Date means the date agreed upon by the parties for beginning the period of performance under the contract. In no case shall the effective date precede the date on which the contracting officer or designated higher approval authority signs the document.