Pride Merger definition

Pride Merger means the merger of Pride into the Ensco Merger Subsidiary (with Pride as the surviving entity) pursuant to the Pride Merger Agreement.
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Pride Merger means the acquisition of Pride International, Inc. by the Company pursuant to the Merger Agreement.
Sample 1

Examples of Pride Merger in a sentence

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  • None of the Company, Marine, Pride, Merger Sub or the Exchange Agent shall be liable to any person in respect of any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Pride Merger; provided, however, that the agreements contained in Article 4 and in Sections 3.3, 3.4, 7.13, 7.14, 7.15, 7.16, 7.17, 7.18 and this Article 10 and the agreements delivered pursuant to this Agreement shall survive the Pride Merger.

  • Any Company Common Stock and Certificates therefor issued to affiliates of Pride as a result of the Pride Merger shall be subject to the restrictions on transfer described in Section 7.13(b) and Exhibit 7.13(b)(2).

  • No dividends or other distributions with respect to Company Common Stock with a record date after the Pride Merger Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock represented thereby and all such dividends and other distributions shall be paid by the Company to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article 4.

  • Set forth in Exhibit 3.4 hereto is the name of each individual who shall become an officer of the Company at the Pride Merger Effective Time and such person's officer position with the Company as of the Pride Merger Effective Time, and each such officer shall thereafter serve until his or her successor shall be appointed or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Company.

  • Each share of Pride's common stock, no par value, (the "Pride Common Stock"), that is owned directly by Pride, by Marine or by their respective subsidiaries immediately prior to the Pride Merger Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

  • Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Pride Merger Effective Time shall be delivered to the Company upon demand, and any holders of the Certificates who have not theretofore complied with this Article 4 shall thereafter look only to the Company for payment of their claim for Pride Merger Consideration and any dividends or distributions with respect to Company Common Stock.

  • Prior to or at the Pride Merger Effective Time, Pride and each of its Subsidiaries shall use all commercially reasonable efforts to prevent the occurrence, as a result of the Mergers and the other transactions contemplated by this Agreement, of a change in control or any other event that constitutes a default (or an event that, with notice or lapse of time or both, would become a default) under any indebtedness of Pride.

  • The Company shall be the surviving entity in the Pride Merger (sometimes hereinafter referred to as the "Pride Merger Surviving Entity").

Related to Pride Merger

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

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

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

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

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

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

  • Effective Time has the meaning set forth in Section 2.2.

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

  • 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;

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

  • Bank Merger has the meaning set forth in Section 1.03.

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

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

  • MergerSub has the meaning set forth in the Preamble.

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

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

  • 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.

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

  • Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.

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

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • 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.

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

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