Terms of Merger definition

Terms of Merger means the common terms of merger prepared in connection with the Merger; and
Sample 1
Terms of Merger means these common draft terms of merger, as such common draft terms of merger may be amended from time to time by agreement between Northern Foods and Greencore;
Sample 1

Examples of Terms of Merger in a sentence

  • Their current transcription is attached to these Terms of Merger as Annex I.

  • The CBM Exchange Ratio results in an NV Share having the same economic interest as a PLC Share, and, subject to any rights exercised under the withdrawal mechanism described in paragraph 18 ( Withdrawal mechanism under Dutch Law) of the Common Draft Terms of Merger, the aggregate number of NV Shares and NV NYRSs as at the Latest Practicable Date, on a fully diluted basis, representing approximately 55.56% of the Unilever Group.

  • The merger is accounted using the book value method of accounting, whereby the acquiring company (being the Company) recognises the assets acquired and liabilities assumed at the carrying amounts in the separate financial statements as of the date of the legal merger, on the accounting date of as stipulated in the Draft Terms of Merger.

  • Calculation method of the Exchange Ratio” in the Terms of Merger (as attached to this Circular) for the calculation method of the exchange ratio.

  • Thus: o BBVA will not increase its share capital, and consequently no provision has to be included in the Terms of Merger with respect to the 2nd and 6th references of article 31 of Act 3/2009, regarding the Absorbed Company's share exchange ratio and procedures, and the date as of which the new shares will entitle holders to take a share in the corporate earnings (provided there are no new shares).

  • Further information on the valuation of NV and PLC is included in paragraph 12 (Goodwill and distributable reserves; valuation of assets) of the Common Draft Terms of Merger.

  • The text of the bylaws, as it stood at the date of this resolution, appears on Santander’s corporate website ( www.santander.com) and a copy of which is attached to the Draft Terms of Merger for the purposes of article 31(8) of the Structural Modifications Law.

  • On 25 October 2016, the Extraordinary General Shareholders’ Meeting of Gamesa was held and its shareholders approved the Merger in accordance with the Common Terms of Merger.

  • The Common Draft Terms of Merger will be filed with the Registrar of Companies not less than two months before the date of the PLC Court Meeting.The Common Draft Terms of Merger will be communicated to the public in the UK through a notice by the Registrar of Companies in the London Gazette published at least one month before the date of the PLC Court Meeting.

  • The Shareholder has taken notice of the Common Draft Terms of Merger which describe the procedure for the exercise of the Withdrawal Right and the terms for determination and payment of the cash compensation for the Exit Shares.

Related to Terms of Merger

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

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

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

  • Certificates 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.

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

  • Secretary of State means the Secretary of State of the State of Delaware.

  • DLLCA means the Delaware Limited Liability Company Act.

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

  • the Secretary of State means the Secretary of State for Education;

  • Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Delaware Secretary of State means the Secretary of State of the State of Delaware.

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

  • Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

  • Filed with the secretary of state means, except as otherwise permitted by law or rule:

  • Certificate of Amendment means the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached to this Agreement as Exhibit A.

  • Addendum / Amendment means any written amendment / addendum /corrigendum to this RFP, from time to time issued by NMRC to the prospective bidders

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • MBCA means the Minnesota Business Corporation Act.

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

  • Order Amendment means Our Authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.

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

  • FBCA means the Florida Business Corporation Act.

  • Delaware LLC Act means the Delaware Limited Liability Company Act.

  • Price amendment means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.