Restructuring Merger Agreement definition

Restructuring Merger Agreement means the Agreement and Plan of Merger, dated as of September 25, 2003, by and among Holdings, the Issuer, TCW and the other Persons signatories thereto, as amended, modified or restated from time to time.
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Restructuring Merger Agreement means that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Issuer and VMD Aggregator Merger Sub LLC.
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Restructuring Merger Agreement shall have the meaning set forth in Section 34 hereof.
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Examples of Restructuring Merger Agreement in a sentence

  • The Restructuring Merger Agreement, including exhibits and schedules attached thereto, is referred to as the "AGREEMENT." After consulting with its counsel and auditors regarding the meaning of and factual support for the following representations, the undersigned hereby certifies and represents that the following facts are now true and will continue to be true as of the Effective Time of the Merger and thereafter where relevant: 1.

  • On the Effective Time of the Merger, Cardiac will have no outstanding equity interests other than those disclosed in the Restructuring Merger Agreement.

  • Each Party hereby acknowledges and ratifies its prior consent for all purposes under the Merger Agreement to the Initial Restructuring Steps (including the execution and delivery of, and consummation of the transactions contemplated by, the Contribution Agreement, the Restructuring Merger Agreement and the Assignment Agreement) and the execution and delivery of the A&R New Investment Agreement and this Amendment.

  • Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Restructuring Merger Agreement.

  • To the extent necessary and as permitted by applicable law, Partner hereby also irrevocably (i) waives any notice, or requirement thereof, with respect to any meeting of the partners or other proceeding for the purpose of adopting and approving the Purchase Agreement, the Restructuring Merger Agreement, the Transactions or any related matters and (ii) acknowledges that Partner will not have, and expressly waives, any dissenters' or similar rights in connection with the Transactions.

Related to Restructuring Merger Agreement

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

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

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

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

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • 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.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

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

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

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

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

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

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

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

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

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, dated as of August 18, 2020, by and among the Debtors and the Consenting Noteholders, and the other parties who signed the signature pages thereto, including all exhibits and attachments thereto.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

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

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.