Zenith Merger definition

Zenith Merger means the merger of the General Partner with Zenith pursuant to the terms of the Zenith Purchase Agreement.
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Examples of Zenith Merger in a sentence

  • The Zenith Merger and the Millennium Merger shall have the effects set forth in section 1107 of the CGCL and section 259 of the DGCL.

  • In order to consummate the Zenith Merger, Parent, acting through its board of directors, shall, in accordance with applicable law, duly call, give notice of, convene and hold a special meeting of its shareholders (the "Special Meeting"), as soon as practicable after the Registration Statement (as defined in Section 1.10 hereof) is declared effective, for the purpose of considering and taking action upon this Agreement.

  • Subject to the fiduciary duties of Parent's board of directors under applicable law, Parent shall include in the Proxy Statement/Prospectus/Consent Solicitation (as defined in Section 1.10 hereof) the recommendation of the Board of Directors of Parent that shareholders of Parent vote in favor of the Zenith Merger, the issuance of shares of Holdco Common Stock (as defined in Section 2.1(b)) pursuant to this Agreement and the consummation of the transactions contemplated hereby.

  • Subject to Section 7.1(d)(iii) hereof, Parent shall include in the Proxy Statement/Prospectus/Consent Solicitation the recommendation of the board of directors of Parent that the sharehold- ers of Parent vote in favor of the Zenith Merger, the issuance of Holdco Common Stock in connection with the Mergers and the transactions contem- plated by this Agreement.

  • Following the Zenith Merger, the separate corporate existence of Zenith Acquisition shall cease and Parent shall continue as the surviving corporation (the "Zenith Surviving Corporation") and shall succeed to and assume all the rights, properties, liabilities and obligations of Zenith Acquisition in accordance with the CGCL.

  • In accordance with the Zenith Merger Agreement, as of the Effective Time of the Mergers, by virtue of the Zenith Merger and without any action on the part of the holders of any shares of Parent Common Stock or any shares of common stock of Zenith Acquisition: (a) Capital Stock of Zenith Acquisition.