Holding Company Merger definition

Holding Company Merger has the meaning set forth in the recitals to this Agreement.

Holding Company Merger has the meaning given to it in the Background Statement hereof.

Holding Company Merger means the merger of Titan Merger Sub Inc., a Delaware corporation and a wholly owned indirect subsidiary of New NGC with and into the Current NGC Parent in a merger pursuant to Section 251(g) of the Delaware General Corporation Law, with the Current NGC Parent as the surviving entity and renamed “Titan II Inc.” and with New NGC renamed “Northrop Grumman Corporation.”

Examples of Holding Company Merger in a sentence

• It is intended that the closing of the MHC Merger and the Mid-Tier Holding Company Merger and the sale of shares of Conversion Stock in the Offerings shall occur consecutively and substantially simultaneously.

• Immediately thereafter, the Mid-Tier Holding Company shall merge with and into the Holding Company in the Mid-Tier Holding Company Merger, with the Holding Company being the surviving institution.

• The filing of Articles of Combination and Articles of Merger relating to the MHC Merger and the Mid-Tier Holding Company Merger and the closing of the issuance of shares of Conversion Stock in the Offerings shall not occur until all requisite regulatory, Member and Stockholder approvals have been obtained, all applicable waiting periods have expired and sufficient subscriptions and orders for the Conversion Stock have been received.

• As a result of the MHC Merger and the Mid-Tier Holding Company Merger, (x) the shares of Mid-Tier Holding Company Common Stock held by the MHC shall be extinguished and (y) the liquidation interests in the Mid-Tier Holding Company constructively received by certain Members immediately before the Conversion and Reorganization will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the Liquidation Account.

• The effective date of the Conversion and Reorganization shall be the date upon which the last of the following actions occurs: (i) the filing of Articles of Merger with the Maryland State Department of Assessments and Taxation with respect to the Mid-Tier Holding Company Merger, (ii) the filing of Articles of Combination with the OTS with respect to the MHC Merger and (iii) the closing of the issuance of the shares of Conversion Stock in the Offerings.

More Definitions of Holding Company Merger

Holding Company Merger means the merger of RBX Group with and into Guarantor, with Guarantor as the surviving corporation pursuant to the terms of certain of the Merger Agreements.

Holding Company Merger means the merger of the Company with and into Merger Sub on or immediately prior to the Completion Date, pursuant to the Acquisition Agreement and in accordance with Section 251(g) of the Delaware General Corporation Law, with the Company surviving such merger as a direct wholly owned Subsidiary of the Parent, and upon which each share of common stock of the Company issued and outstanding immediately prior to the effective time of such merger will be automatically converted into one validly issued, fully paid and nonassessable share of common stock of the Parent.

Holding Company Merger means the merger of the U.S. Borrower into a wholly-owned, indirect subsidiary of the U.S. Borrower in accordance with Delaware General Corporation Law Section 251(g), with the U.S. Borrower as the surviving corporation of such merger, pursuant to which the U.S. Borrower becomes a wholly owned subsidiary of a corporation organized under the United States (“New Parent”) described in Schedule 1.01(g).

Holding Company Merger means any merger or other business combination or reorganization transaction where the stockholders of Parent immediately prior to such transaction will Beneficially Own in the aggregate 100% of the surviving corporation's Voting Securities and other equity interests immediately following such transaction in the same proportion as immediately prior to such transaction subject only to any disproportionality resulting solely from any issuance of Shares in the Partnership Contribution.

Holding Company Merger shall refer to the merger of CNB Financial with and into United Financial Bancorp as contemplated by the Holding Company Merger Agreement.

Holding Company Merger has the meaning assigned in the Recitals.

Holding Company Merger means the merger of WSB with and into Umpqua at the Effective Time in accordance with the Holding Company Plan of Merger.