Second Merger Agreement definition

Second Merger Agreement. , "Second Merger Sub" and "Second Surviving Corporation" as Defined Terms of the Amended Rights Agreement. The terms "Second Merger", "Second Merger Agreement", "Second Merger Sub" and "Second Surviving Corporation" and the respective definitions of such terms as set forth in the preamble of this Amendment are hereby incorporated in the Amended Rights Agreement under the heading "Certain Definitions" in Section 1 thereof.
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Second Merger Agreement means that certain agreement and plan of merger related to the Second Merger, the form of which is attached hereto as Exhibit A.
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Second Merger Agreement means the Agreement and Plan of Merger by and among Zoom Info Technologies Inc. (f/k/a ZoomInfo NewCo Inc.), a Delaware corporation, ZoomInfo Holdings LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Zoom Info Technologies Inc. (f/k/a ZoomInfo NewCo Inc.) and ZoomInfo Merger Sub 2 LLC, a Delaware corporation and a direct, wholly owned subsidiary of Zoom Info Technologies Inc. (f/k/a ZoomInfo NewCo Inc.) entered into as of October 29, 2021.
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Examples of Second Merger Agreement in a sentence

  • This proxy and appointment (i) is irrevocable, (ii) is coupled with an interest and (iii) constitutes, among other things, an inducement for Jefferies to enter into the First Merger Agreement and the Second Merger Agreement.

  • This Voting Agreement shall terminate automatically, without any action on the part of any party hereto, upon the earliest to occur of (a) the date on which the Second Merger becomes effective, (b) the date on which the Second Merger Agreement is validly terminated and (c) the date on which the parties agree in writing to terminate this Voting Agreement.

  • Section 1(a) of the Amended Rights Agreement is hereby amended to add the following sentence after the last sentence thereof which sentence was added pursuant to Amendment No. 3: Notwithstanding the foregoing, neither Second Holdco nor any of its Affiliates shall become an Acquiring Person as a result of the execution of the Second Merger Agreement or the consummation of the Second Merger by filing the Second Merger Agreement with the Secretary of State of the State of Delaware.

  • The Stockholder understands and acknowledges that Jefferies is entering into the First Merger Agreement and Second Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Voting Agreement.

  • Immediately following the consummation of the Merger, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Indiana Business Corporation Law (“IBCL”), if the 368 Opinions are delivered prior to the Effective Time in accordance with Section 5.11, the Initial Surviving Corporation will be merged with and into Anthem pursuant to the Second Merger Agreement.

  • Immediately after entering into this Agreement, Spirit and CNC Delaware shall enter into the Second Merger Agreement.

  • Austin Lewis IV, as Representative of the Narrowstep stockholders (the "Original Merger Agreement"), as amended by First Amendment to the Agreement and Plan of Merger (the "First Merger Agreement Amendment"), dated as of August 13, 2008 and as amended by Second Amendment to the Agreement and Plan of Merger (the "Second Merger Agreement Amendment"), dated as of September 12, 2008 (as amended, the “Merger Agreement”).

  • Parent, as sole member of Merger LLC, will adopt the Second Merger Agreement immediately following the execution hereof.

  • XxXxxxxx Title: Executive Vice President and Chief Financial Officer Exhibit A Form of Second Merger Agreement AGREEMENT AND PLAN OF MERGER of CIGNA CORPORATION a Delaware corporation with and into ANTHEM, INC.

  • If applicable, on or prior to the date hereof Parent, as the sole stockholder of the Surviving Corporation and Merger Sub II, duly executed and delivered a stockholder consent, effective as of the later of the time immediately following (i) execution of the Second Merger Agreement and (ii) the Effective Time, which, when effective, will duly adopt the Second Merger Agreement (the “Second Parent Stockholder Consent”, and together with the First Parent Stockholder Consent, the “Parent Stockholder Consents”).


More Definitions of Second Merger Agreement

Second Merger Agreement means the Agreement and Plan of Merger, dated as of _______ __, 2011, among PVR Radnor, the MLP and the Company.
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Second Merger Agreement the Agreement and Plan of Merger (Step 15), dated as of the date hereof, by and between Sunshine Merger II and the Surviving US Borrower, as amended, supplemented or otherwise modified from time to time with the consent of the Administrative Agent.
Sample 1

Related to Second Merger Agreement

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

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

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

  • Share Exchange Agreement has the meaning specified 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.

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

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

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

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

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

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

  • Second Effective Time has the meaning specified in Section 2.02.

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

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

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

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

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

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

  • 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.

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

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

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • 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.

  • 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.

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