Definition of Merger Agreement Sample Clauses

Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (a) do not (i) change the form of consideration or (ii) change the Exchange Ratio in a manner adverse to Stockholder, or (b) have been agreed to in writing by Stockholder.
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Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (a) do not (i) change the form or amount of consideration payable under the Merger Agreement, (ii) extend the Outside Date past May 16, 2024 (other than any extension provided for in Section 8.1(b) of the Merger Agreement with respect to the Registration Statement), or (iii) otherwise change the terms and conditions of the Merger, the Concurrent Financing or the other Contemplated Transaction in a manner materially adverse to such Stockholder or (b) have been agreed to in writing by such Stockholder.
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Definition of Merger Agreement. All references in the Escrow Agreement to “Merger Agreement” shall mean the Merger Agreement as amended on April 20, 2007, and as amended by this Agreement.
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Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (a) do not constitute an amendment, waiver or modification of Section 1.5 (Conversion of Shares), Section 5.17 (Pre-Closing Dividend), Section 5.18 (Determination of Targacept Cash Balance), Section 5.19 (Determination of Company Cash Balance), Section 5.20 (Redeemable Convertible Notes Principal), Section 5.21 (NNR Restricted Cash Account) or Section 6.5 (Pre-Closing Dividend), or otherwise to the form of consideration, Exchange Ratio or calculation of the Pre-Closing Dividend, whether or not such sections are actually amended, waived or modified;; or (b) have been agreed to in writing by Stockholder.
Sample 1
Definition of Merger Agreement. The definition of “Merger Agreement” in Section 1 of the Rights Agreement is hereby amended and restated in its entirety to read in full as follows:
Sample 1
Definition of Merger Agreement. Section 1.01 of the Credit Agreement is amended to add a new definition in appropriate alphabetical order:
Sample 1
Definition of Merger Agreement. The following new definition entitled “Merger Agreement” is hereby added as a new definition to Section 1.1 of the Loan Agreement, to be inserted in alphabetical order among the definitions in said Section of the Loan Agreement:
Sample 1
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Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” includes Amendment No. 1 to the Merger Agreement and Amendment No. 2 to the Merger Agreement and may include the Merger Agreement as further amended or modified as long as such further amendments or modifications (a) do not constitute an amendment, waiver or modification of Section 1.5 (Conversion of Shares), Section 5.17 (Pre-Closing Dividend), Section 5.18 (Determination of Targacept Cash Balance), Section 5.19 (Determination of Company Cash Balance), Section 5.20 (Redeemable Convertible Notes Principal) or Section 6.5 (Pre-Closing Dividend), or otherwise to the form of consideration, Exchange Ratio or calculation of the Pre-Closing Dividend, whether or not such sections are actually amended, waived or modified; or (b) have been agreed to in writing by Stockholder.
Sample 1

Related to Definition of Merger Agreement

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • of the Merger Agreement Section 5.3 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

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