Proposed Merger Subsidiary definition

Proposed Merger Subsidiary means each Seller Subsidiary that may become a party to a Subsidiary Merger Agreement pursuant to Sections 2.02(b) and 7.05, each of which is named in Section 3.07 of the Seller Disclosure Schedule.
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Examples of Proposed Merger Subsidiary in a sentence

  • Section 3.07(c) of the Seller Disclosure Schedule sets forth a list of all jurisdictions (whether foreign or domestic) in which each Proposed Merger Subsidiary currently files Returns.

  • There are no liens or security interests on any of the assets of any Proposed Merger Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax (except for Liens that arise by operation of Law for Taxes not yet due and payable).

  • Except as set forth in Section 3.07(e) of the Seller Disclosure Schedule, no Proposed Merger Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

  • All deficiencies or assessments asserted against any Proposed Merger Subsidiary by any Taxing Authority have been paid or fully and finally settled.

  • Except as set forth in Section 3.07(b) of the Seller Disclosure Schedule, there is no claim, audit, action, suit, proceeding or investigation now pending or threatened against or with respect to any Proposed Merger Subsidiary in respect of any Tax.

  • No Proposed Merger Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.

  • No Proposed Merger Subsidiary has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement or (y) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.

  • Except with respect to matters relating to the formation of such Proposed Merger Subsidiary and except as set forth in Section 3.04 of the Seller Disclosure Schedule, no Proposed Merger Subsidiary has engaged in any business activities other than (I) holding (x) the Seller Merger Company Securities and/or (y) shares of capital stock of another Seller Subsidiary and (II) the Transactions, including the execution and delivery of any Transaction Agreements to which it is a party.

Related to Proposed Merger Subsidiary

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

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

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

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

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

  • MergerSub has the meaning set forth in the Preamble.

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

  • Acquisition Sub shall have the meaning set forth in the Preamble.

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

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

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

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

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

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

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

  • Merger Sub Board means the board of directors of Merger Sub.

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

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

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

  • MergerCo has the meaning set forth in the Preamble.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

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

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

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

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

  • Merger Subs has the meaning set forth in the Preamble.