Transferring Merger definition

Transferring Merger means a merger (Verschmelzung, § 2 or § 122a UmwG) of the Issuer as transferor entity (übertragender Rechtsträger) where the shares of the acquiring entity are not listed on a regulated market in the European Economic Area.
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Transferring Merger means a transferring merger (Verschmelzung, § 2 or § 122a UmwG) of the Issuer as transferor entity (übertragender Rechtsträger).
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Transferring Merger means a transferring merger (Verschmelzung, § 2 or § 122a UmwG) of
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Examples of Transferring Merger in a sentence

  • If a Transferring Merger (§ 2 UmwG) or a split-up ( Aufspaltung,§ 123(1) UmwG) of the Issuer occurs prior to the relevant Settlement Date, each Bondholder will be entitled to receive equivalent rights in the transferee entity(ies) (übernehmender Rechtsträger) as provided by § 23 UmwG or §§ 125, 23 UmwG.

  • If a Transferring Merger (§ 2 UmwG) or a split-up ( Aufspaltung,§ 123(1) UmwG) of the Issuer occurs prior to the relevant Settlement Date, each Bondholder will be entitled to receive equivalent rights in the transferee entity(ies) (übernehmender Rechtsträger) as provided by § 23 UmwG or§§ 125, 23 UmwG.

  • If a Transferring Merger or a split-up of the Issuer occurs prior to the relevant Settlement Date, each Bondholder will be entitled to receive equivalent rights in the transferee entity(ies).

  • Falls eine Abspaltung (§ 123 Absatz 2 UmwG) der Emittentin vor dem maßgeblichen Liefertag eintritt, wird der Wandlungspreis gemäß der nachstehenden Formel angepasst:𝑀 − 𝐹provided that an adjustment will only be made if F > 0.(f) Adjustments in accordance with § 10(e) will, also in cases of a resolution and/or distribution on the same day, be made and calculated independently and separately of each other.(g) Transferring Merger or Split-up.

  • If a Transferring Merger where the shares of the acquiring entity are not listed on a regulated market in the European Economic Area becomes effective, the Issuer will fix the Merger Record Date and give notice in accordance with § 14 of this fact specifying the Merger Record Date without undue delay.

  • If the shareholders' meeting of the Issuer approves a Transferring Merger where the shares of the acquiring entity are not listed on a regulated market in the European Economic Area, the Issuer will give notice in accordance with § 14 of this fact without undue delay.

  • Falls eine Abspaltung (§ 123 Absatz 2 UmwG) der Emittentin vor dem maßgeblichen Liefertag eintritt, wird der Wandlungspreis gemäß der nachstehenden Formel angepasst: − provided that an adjustment will only be made if F > 0.(f) Adjustments in accordance with § 10(e) will, also in cases of a resolution and/or distribution on the same day, be made and calculated independently and separately of each other.(g) Transferring Merger or Split-up.


More Definitions of Transferring Merger

Transferring Merger means a transferring merger of the Issuer as transferor entity. "Merger Record Date" has the meaning set out in § 11(e).
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Transferring Merger means a transferring merger of the Issuer as transferor entity where the shares of the acquiring entity are not listed on a regulated market in the European Economic Area.
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Related to Transferring Merger

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Transferring Member has the meaning set forth in Section 9.4.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

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

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

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

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

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

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

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Business Combination Transaction means:

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Proposed Transaction is defined in Section 6.2(a).

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

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

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

  • Company Shares has the meaning set forth in the Recitals.

  • Merger has the meaning set forth in the Recitals.

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

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