Alternative Merger definition

Alternative Merger means the merger of HoldCo with and into the Company, with the Company as the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement.
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Alternative Merger has the meaning set forth in Section 2.6.
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Alternative Merger shall have the meaning assigned to such term in the Merger Agreement;
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Examples of Alternative Merger in a sentence

  • Parent shall make such election by delivering to Seller a notice (the "Election Notice") electing to effect the Alternative Merger.

  • The Board of Directors of the Seller recommended that Seller's stockholders adopt this Agreement and approve the Merger and the Alternative Merger and the Board of Directors of the Seller General Partner recommended that the Seller Unit Holders adopt the Partnership Merger Agreement and approve the Partnership Merger.

  • For purposes of this Agreement, (i) all references to the term "Merger" shall be deemed to include the Alternative Merger, except for such references contained in the second sentence of Section 1.6 and in this Section 1.11, and (ii) all references to the term "Surviving Company" shall be deemed to include Parent in its capacity as the surviving entity in the Alternative Merger.

  • In the event the Alternative Merger is effectuated, the parties agree that for Federal income tax purposes, the Merger shall be treated as an asset acquisition by Parent, followed by a liquidation of Seller.

  • Each of Parent and the Company will take all action necessary in accordance with applicable law and its articles or certificate of incorporation, as applicable, and bylaws to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the approval and adoption of this Agreement, the Parent Merger and the Alternative Merger in the case of the Company, or the approval and adoption of this Agreement and the Parent Merger, in the case of Parent.

  • In accordance with Section 262 of the DGCL, no appraisal rights shall be available to holders of shares of Parent Common Stock or Company Common Stock in connection with the Parent Merger or the Alternative Merger.

  • The Board of Directors of Seller, at a meeting duly called and held on April 13, 1999, based upon the recommendations of a special committee of the Board of Directors of the Seller consisting of four directors unaffiliated with Parent or Buyer, unanimously adopted resolutions adopting this Agreement and approving the transactions contemplated hereby, including the Merger and the Alternative Merger.

  • Each Shareholder has sole voting power or power to direct the vote of the Global Common Stock set forth beside its name on Exhibit A and on the record date and the date of the Global Shareholders Meeting at which the Share Issuance and the Global Charter Amendment and, if applicable, the Alternative Merger, shall be presented for approval, each Shareholder will have sole voting power or power to direct the vote of all such Shareholder's Subject Shares.

  • The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Alternative Merger and the Post-Effective Merger and certain other adjustments.

  • A Determination shall consist of the receipt by EQR of a private letter ruling from the Internal Revenue Service ("IRS") or the publication by the IRS of a revenue ruling or other published announcement (including the promulgation of a Treasury regulation) to the effect that, and to which counsel for the parties are reasonably willing to opine that, the Alternative Merger will not adversely affect the tax-free nature of the Merger.


More Definitions of Alternative Merger

Alternative Merger has the meaning set forth in Section 2.15.
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Alternative Merger. SUB 2" Section 3.6 "ALTERNATIVE STRUCTURE EVENT" Section 3.6 "CASH CONSIDERATION PERCENTAGE" Section 3.4(b) "CERTIFICATE OF MERGER" Section 2.2 "COBRA" Section 4.10(f) "CODE" Recitals
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Alternative Merger shall have the meaning specified in Section 2.01.
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Alternative Merger. 2” Section 3.6 “Alternative Mergers” Section 3.6
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Related to Alternative Merger

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

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

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

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

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

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

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

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Bank Merger has the meaning set forth in the recitals.

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • 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;

  • alternative plan means a group RRSP, including the BCTF Plan, which was entered into prior to the coming into force of this Article, and which is still in effect as of that date.

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

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).