First Merger shall have the meaning given in the Recitals hereto.
Merger Closing shall have the meaning set forth in Section 2.2.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Merger Sub 1 has the meaning set forth in the Preamble.
Second Merger has the meaning set forth in the Recitals.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
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.
Closing Merger Consideration has the meaning set forth in Section 2.02
Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.
Merger Sub Board means the board of directors of Merger Sub.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
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.
Second Closing has the meaning set forth in Section 2.2.
Company Acquisition Transaction means any transaction or series of transactions involving:
Merger Sub I has the meaning set forth in the Preamble.
MergerSub has the meaning set forth in the Preamble.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Merger Sub II has the meaning set forth in the Preamble.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.
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.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).