consummation of Merger definition

consummation of Merger means the filing of the Certificate of Merger with the Delaware Secretary of State. Upon termination of this Amendment pursuant to this Section 7, the terms and conditions of the Original Agreement shall be reinstated and will govern the rights and obligations of the parties for the Term of the Agreement.
Sample 1

Examples of consummation of Merger in a sentence

  • No judgment, order, injunction or decree (whether temporary, preliminary or permanent) issued by any court or agency of competent jurisdiction or other legal restraints or prohibition preventing the consummation of Merger or any of the other transactions contemplated by this Agreement shall be in effect.

  • Interests in the liquidation account established at the Stock Savings Bank, and the shares of Stock Savings Bank Common Stock held by the MHC prior to consummation of Merger 1, will be disregarded for the purpose of determining whether an amount of stock in the Stock Savings Bank which constitutes "control" of such corporation was acquired by the Holding Company in exchange for shares of Holding Company Common Stock pursuant to Merger 2.

  • Each party hereto, at the request of another party hereto, shall execute and deliver such other certificates, instruments, agreements and other documents, and do and perform such other acts and things, as may be reasonably necessary or desirable for purposes of effecting completely the consummation of Merger and the other transactions contemplated hereby.

  • The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired and any consents, approvals and filings under any foreign competition law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made.

  • The waiting period applicable to the -------------------------- consummation of Merger under the HSR Act shall have expired or been terminated by the reviewing agency and any similar government requirements have been satisfied or complied with.

  • Any consents and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made.

  • The Offer is conditioned upon, among other things, the consummation of Merger by and among the Company, Mucho.com, Inc., and TEAM Merger Corporation.

  • Any consents, approvals and filings under any other foreign antitrust Law the absence of which would prohibit the consummation of Merger, shall have been obtained or made.

  • Notwithstanding any other provision of this Agreement to the contrary, it is the intent of the parties that the consummation of Merger I and Merger II, taken together, as two intertwined steps of an overall pre-arranged transaction, qualify as a reorganization described in Section 368(a) of the Code.

  • Any applicable waiting period relating to the consummation of Merger under the HSR Act shall have expired or been terminated by the reviewing agency.

Related to consummation of Merger

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

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

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Consummation means the occurrence of the Effective Date.

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

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

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

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

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

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

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

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

  • 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;

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

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

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

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

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

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

  • Business Combination Transaction means:

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Merger has the meaning set forth in the Recitals.

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

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.