Spinco Merger Sub definition

Spinco Merger Sub means Lion Merger Co., a Delaware corporation and direct, wholly owned subsidiary of Holdings.
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Spinco Merger Sub means Lion Merger Co., a Delaware corporation and direct, wholly owned subsidiary of Holdings. “Spinco Separation” has the meaning assigned to the term “Separation” in the Spinco Separation Agreement.
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Examples of Spinco Merger Sub in a sentence

  • The mere inclusion of an item in the relevant Disclosure Schedule as an exception to a representation, warranty or covenant shall not be deemed an admission by a party that such item represents a material exception or material fact, event or circumstance or that such item has had or would have a Material Adverse Effect with respect to Alberto-Culver, Regis, Spinco, Merger Sub, Subco or any Subsidiary of the foregoing, as applicable.

  • Parent, Spinco, Merger Sub and Company have caused this Agreement to be executed by their respective officers thereunto duly authorized, each as of the date first written above.

  • None of TWDC, Company, Spinco, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any holder of shares of Spinco Common Stock for any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • None of the Parent, TDCC, Spinco, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any Merger Consideration from the Exchange Fund (or dividends or distributions with respect to Parent Common Stock) or other cash delivered to a public official pursuant to any abandoned property, escheat or similar Law.

  • THIS AGREEMENT AND PLAN OF MERGER, dated as of February 23, 2002, is among Helmerich & Xxxxx, Inc., a Delaware corporation ("HP Co."), Helmerich & Xxxxx Exploration and Production Co., a Delaware corporation and a wholly owned subsidiary of HP Co. ("Spinco"), Mountain Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Spinco ("Merger Sub"), and Key Production Company, Inc., a Delaware corporation (the "Company").

  • Each of Spinco, Merger Sub and each of their respective Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.

  • Each of HP Co., Spinco, Merger Sub and the Company shall use all commercially reasonable efforts to defend against all Actions in which such party is named as a defendant that challenge or otherwise seek to enjoin, restrain or prohibit the transactions contemplated by this Agreement or seek damages with respect to such transactions.

  • None of RMT Parent, LMC, Spinco, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any portion of the Exchange Fund (or dividends or distributions with respect to RMT Parent Common Stock) or any cash delivered to a public official in accordance with any applicable abandoned property, escheat or similar law.

  • Remainco, Spinco, Merger Sub and RMT Partner, as the case may be, will be entitled, and will instruct the Exchange Agent, as applicable, to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts required to be deducted and withheld with respect to the making of such payments under the Code or any provision of state, local or foreign Tax Law.

  • Without limiting the generality of the foregoing, HP Co., Spinco, Merger Sub and the Company agree to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances required to consummate the Merger (including through any required compliance with the HSR Act and any applicable foreign government reporting requirements) and to respond to any government requests for information.

Related to Spinco Merger Sub

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

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

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

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

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

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

  • MergerSub has the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

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

  • Effective Time has the meaning set forth in Section 2.2.

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

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Merger Subs has the meaning set forth in the Preamble.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

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

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

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Merger Effective Time means “Effective Time,” as that term is defined in 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.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Surviving Company has the meaning set forth in Section 2.1.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Surviving Entity has the meaning set forth in Section 2.1.

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

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;