Specified Merger Agreement definition

Specified Merger Agreement means the Agreement and Plan of Merger by and among American Tower Investments LLC, Appleseed Holdco LLC, Appleseed Merger Sub LLC, Appleseed OP Merger Sub LLC, CoreSite Realty Corporation, CoreSite, L.P. and the Borrower, dated as of November 14, 2021 (as amended, restated, amended and restated or otherwise modified from time to time in accordance with this Agreement).
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Specified Merger Agreement means the Agreement and Plan of Merger, entered into on July 10, 2021, by and between Holdings and Lonestar Resources US Inc., a Delaware corporation, as in effect on the Amendment No. 10 Effective Date or as amended, restated, amended and restated, supplemented, or otherwise modified in a manner that is not materially adverse to the Lenders, unless otherwise consented to in writing by the Administrative Agent.
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Specified Merger Agreement means the Agreement and Plan of Merger, entered into on July 10, 2021, by and between Holdings and Xxxxxxxx Resources US Inc., a Delaware corporation, as in effect on the Amendment No. 10 Effective Date or as amended, restated, amended and restated, supplemented, or otherwise modified in a manner that is not materially adverse to the Lenders, unless otherwise consented to in writing by the Administrative Agent.
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Examples of Specified Merger Agreement in a sentence

  • Subject to the Certain Funds Provisions, the Specified Merger Agreement Representations and Specified Representations will be true and correct in all material respects; provided that the failure of a Specified Merger Agreement Representation to be true and correct will not result in a failure of a condition precedent under this Article IV unless such failure gives Merger Sub the right to terminate the Merger Agreement pursuant to its terms (after giving effect to any applicable notice and cure provisions).

  • The Specified Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects.

  • Each of Merger Sub, the Company and the Restricted Subsidiaries represents and warrants to each Agent and to each of the Lenders, with respect to Borrowings made on the Closing Date, that on the Closing Date immediately prior to consummation of the Merger, the Specified Merger Agreement Representations and the Specified Representations are true and correct in all material respects.

  • Toxicon, 47, 868–876.Jana, D., Guchhait, T., Subramaniyan, V., Kumar, A.

  • Each of Holdings and Merger Sub represents and warrants to each Agent and to each of the Lenders, with respect to Borrowings made on the Closing Date, that on the Closing Date immediately prior to consummation of the Merger, the Specified Merger Agreement Representations and the Specified Representations are true and correct in all material respects.

  • The Specified Representations shall be true and correct in all material respects (or, in the case of Specified Representations qualified by materiality, in all respects) and the Specified Merger Agreement Representations (as defined below) shall be true and correct to the extent required by the terms of the definition thereof.

  • The NRC Acquisition Specified Merger Agreement Representations shall be true and correct on and as of the Effective Date to the extent required by the definition thereof in the Credit Agreement.

  • ARTICLE III Representations and Warranties Each of Holdings and Merger Sub represents and warrants to each Agent and to each of the Lenders, with respect to Borrowings made on the Closing Date, that on the Closing Date immediately prior to consummation of the Merger, the Specified Merger Agreement Representations and the Specified Representations are true and correct in all material respects.

  • Notwithstanding anything to the contrary contained herein, to the extent that any of the Specified Merger Agreement Representations are qualified or subject to “material adverse effect”, the definition thereof shall be “Company Material Adverse Effect”, as defined in the Summary of Conditions Precedent, for purposes of any representations and warranties made or to be made on, or as of, the Closing Date.

  • Each of (i) the Specified Merger Agreement Representations and (ii) the representations and warranties in Sections 3.01, 3.02, 3.03(b)(i) and (c), 3.08, 3.13, 3.16, 3.19, 3.20, 3.21 and 3.22 shall be true and correct in all material respects on and as of the Effective Date; provided, that any such representation and warranty that is qualified as to “materiality” shall be true and correct in all respects.


More Definitions of Specified Merger Agreement

Specified Merger Agreement means that certain Agreement and Plan of Merger between Citizen Energy Operating, LLC, Citizen Energy Pressburg Inc., and Roan Resources, Inc. dated as of October 1, 2019.
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Specified Merger Agreement means that certain Agreement and Plan of Merger dated as of the First Amendment Effective Date, by and among Crescent Acquisition Corp, a Delaware corporation, Function Acquisition I Corp, a Delaware corporation and a direct, wholly owned subsidiary of Parent, Function Acquisition II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent, the Borrower, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Borrower’s stockholders thereunder.
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Related to Specified Merger Agreement

  • 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 Agreement has the meaning set forth in the Recitals.

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

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Business Combination Transaction means:

  • 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.

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

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

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

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

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

  • Transaction Agreement 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.

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

  • 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.

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

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

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

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

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

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

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

  • 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.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

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