QLT Merger Agreement definition

QLT Merger Agreement means the Agreement and Plan of Merger, dated June 28, 2014, by and among Auxilium, QLT, Inc., QLT Holding Corp. and QLT Acquisition Corp.
Sample 1Sample 2
QLT Merger Agreement shall have the meaning set forth in the Recitals.
Sample 1

Examples of QLT Merger Agreement in a sentence

  • The Company Board received the written opinion of Xxxx Capital Partners LLC (the “Fairness Opinion”) to the effect that, as of June 7, 2015, and based upon and subject to various limitations, assumptions, factors and matters set forth therein, the Merger Consideration (as defined in the QLT Merger Agreement) that was to be paid to Company Stockholders pursuant to the QLT Merger Agreement was fair to the Company Stockholders from a financial point of view.

  • Immediately prior to execution of this Agreement, the Company has validly terminated the QLT Merger Agreement in accordance with Section 7.1(h) of the QLT Merger Agreement.

  • Immediately prior to execution of the Original Merger Agreement, the Company validly terminated the QLT Merger Agreement in accordance with Section 7.1(h) of the QLT Merger Agreement.

Related to QLT 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.

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

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

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

  • Second Merger 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.

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

  • Transaction Agreement has the meaning set forth in the recitals.

  • 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.

  • 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.

  • Company Merger shall have the meaning given 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.

  • 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.

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

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

  • Share Exchange has the meaning set forth in Section 2.1.

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

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

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

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

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

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

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

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

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