Second Company Merger definition

Second Company Merger has the meaning set forth in the recitals to this Agreement.
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Second Company Merger has the meaning set forth in the Recitals.
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Second Company Merger means the merger of Redbox with and into Merger Sub LLC pursuant to the Merger Agreement, with Merger Sub LLC surviving the merger as a direct wholly-owned subsidiary of CSSE;
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Examples of Second Company Merger in a sentence

  • The Company has taken all action neces- sary to exempt the First Company Merger, the Second Company Merger, this Agreement, and the transactions contemplated hereby from Section 203 of Delaware Law, and, accordingly, nei- ther such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions.

  • The affirmative vote of the holders of a majority of the outstanding shares of Company Stock (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consum- mation of the transactions contemplated hereby, including the First Company Merger and the Second Company Merger.

  • Available from: apps.who.int/medicinedocs/en/d/Js2289e/4.4.html.[8] Von Elm E, Altman DG, Egger M, Pocock SJ, Gøtzsche PC, Vandenbroucke JP.

  • Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.

  • From and after the Second Company Merger Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, the officers of Merger Sub LLC immediately prior to the Second Company Merger Effective Time shall be the officers of the Surviving Company.

  • As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.

  • Parent has taken all action necessary to exempt the Second Company Merger, the Parent Merger, this Agreement, and the transactions contemplated hereby from Section 203 of Delaware Law and any similar provisions contained in its certificate of incorporation, and, accordingly, neither such Section nor any other antitakeover or similar statute, regulation or provision of its certificate of incorporation applies or purports to apply to any such transactions.

  • Until so surrendered or transferred, as the case may be, each Company Certificate or Company Uncertificated Share shall represent after the First Company Merger Effective Time and the Second Company Merger Effective for all purposes only the right to receive such Company Cash Consideration, New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h).

  • The affirmative vote of the holders of a majority of the outstanding shares of Company Stock (the “Company Stockholder Approval”) is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the transactions contemplated hereby, including the First Company Merger and the Second Company Merger.

  • From and after the Second Company Merger Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law, the managers of Merger Sub LLC immediately prior to the Second Company Merger Effective Time shall be the managers of the Surviving Company.

Related to Second Company Merger

  • Company Merger has the meaning set forth in the recitals hereto.

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

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

  • Bank Merger has the meaning set forth in the recitals.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

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

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

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

  • MergerSub has the meaning set forth in the Preamble.

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

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

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

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

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

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

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

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

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

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

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

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • FBCA means the Florida Business Corporation Act.

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power: