Merger by Absorption definition

Merger by Absorption means a merger between Xxxx GAC and the Target whereby Xxxx GAC absorbs the Target and the shareholders of the Target (other than Xxxx GAC) received as consideration shares in Xxxx GAC.
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Merger by Absorption means an operation in which, on being dissolved and without going into liquidation, a company transfers all of its assets and liabilities to a company that is the holder of all the shares or other securities representing the capital of the first-mentioned company;
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Merger by Absorption means an operation whereby a company acquires the assets and the liabilities of its wholly-owned subsidiary, subsequent to which the subsidiary ceases to exist, as defined by Section 463(2) of the Act;
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Examples of Merger by Absorption in a sentence

  • In case that any of the above conditions cannot be satisfied, the Merger and Absorption Agreement shall not become effective as a whole, and accordingly the Merger by Absorption will not proceed.

  • Tobacco-product use by adults and youths in the United States in 2013 and 2014.

  • Upon the completion date of the Merger by Absorption, the Bank shall assume all the assets, liabilities, business, employees, contracts and other rights and obligations of each of the Target Banks, and the Target Banks will be de-registered.

  • According to relevant PRC laws, the valid period of the approval by CBIRC in respect of the Merger by Absorption shall usually last for six months from the date of the approval (the “Valid Period”).

  • Deregistration of the Target Banks After completion of the Merger by Absorption of the Target Banks by the Bank, each of the Target Banks will be de-registered in accordance with the PRC Company Law and other applicable PRC laws.

  • During the period from the Benchmark Date to the date of completion of the Merger by Absorption, all the profit and loss of the Target Banks rising from their respective ordinary course of business shall be assumed by the Bank.

  • With respect to the matters in relation to the Shareholders under the Merger by Absorption, the Bank will comply with relevant provisions under the PRC Company Law and the Articles of Association.

  • The H Share Placement will be conducted under the Specific Mandate, the completion of which shall be one of the conditions precedent to the completion of the Merger by Absorption so as to maintain the minimum public float in compliance with the requirements of the Listing Rules.

  • In addition, the final number of H Shares to be issued under the H Share Placement shall also be determined with reference to the actual number of the Consideration Shares to be issued under the Merger by Absorption, so as to maintain the minimum public float in compliance with the requirements of the Listing Rules upon completion of the issuance of the Consideration Shares.

  • In the event that the Valid Period expires prior to the completion of the H Share Placement, the Bank will seek for CBIRC’s extension of the Valid Period or re-apply for CBIRC’s approval of the Merger by Absorption, so as to ensure that the H Share Placement will be completed prior to the completion of the Merger by Absorption.


More Definitions of Merger by Absorption

Merger by Absorption means the amalgamation of the Transferor Company by the Transferee Company in accordance with Section 2(1B) of the Income Tax Act, 1961, and the restructuring the contemplated by the Scheme in terms of Part II of the Scheme.
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Merger by Absorption means merger of Shruchi Manufacturing Limited withSolitaire Machine Tools Limited as set out in Part B hereof.
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Related to Merger by Absorption

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Existing source or existing discharger (in the NPDES program) means any source which is not a new source or new discharger.

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Merger has the meaning set forth in the Recitals.

  • Consolidation means, with respect to any Person, the consolidation of the accounts of such Person and each of its Subsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term “Consolidated” shall have a similar meaning.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Significant effect under clause 10.3 above includes termination of employment (including redundancy), major changes in the composition, operation or size of the Employer’s workforce or in the skills required, the elimination or diminution of job opportunities, promotion opportunities or job tenure; the alteration of hours of work; changes to safety and/or management systems, any changes to employment practices that result in privacy concerns for employees such as implementation of electronic inductions and/or access systems; the need for retraining or transfer of Employees to other work areas or locations and the restructuring of jobs. Consultation about changes to rosters or hours of work

  • Significant Effects under this clause 11 include termination of employment (including redundancy), major changes in the composition, operation or size of the Employer’s workforce or in the skills required, the elimination or diminution of job opportunities, promotion opportunities or job tenure; the alteration of hours of work; the need for retraining or transfer of Employees to other work areas or locations and the restructuring of jobs. Consultation about changes to rosters or hours of work

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Early Opt-in Effective Date means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Non-significant effect means no substantial change to an environmental component and this has no material bearing on the decision-making process.

  • Business Combination means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders.

  • Amalgamation Application means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;

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

  • Whole effluent toxicity means the aggregate toxic effect of an effluent measured directly by a toxicity test.

  • Expansion to an existing manufactured home park or subdivision means the preparation of additional sites by the construction of facilities for servicing the lots on which the manufactured homes are to be affixed (including the installation of utilities, the construction of streets, and either final site grading or the pouring of concrete pads).

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Pre-existing Disease means any condition, ailment or injury or related condition(s) for which you had signs or symptoms, and / or were diagnosed, and / or received medical advice / treatment within 48 months to prior to the first policy issued by the insurer.

  • Distribute in Commerce or “Distribution in Commerce” means to sell in commerce, to import, to introduce or deliver for introduction into commerce, or to hold for sale or distribution after introduction into commerce;

  • Divestiture Agreement means any agreement between Respondents and an Acquirer (or a Divestiture Trustee appointed pursuant to Paragraph III of this Order and an Acquirer) and all amendments, exhibits, attachments, agreements, and schedules thereto, related to any of the Assets To Be Divested that have been approved by the Commission to accomplish the requirements of this Order. The term “Divestiture Agreement” includes, as appropriate, the Associated Food Stores Divestiture Agreement, the AWG Divestiture Agreement, the Haggen Divestiture Agreement, and the Supervalu Divestiture Agreement.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • CC BY NC SA The CC BY-NC-SA license allows users to copy, to create extracts, abstracts and new works from the Article, to alter and revise the Article, provided this is not done for commercial purposes, and that the user gives appropriate credit (with a link to the formal publication through the relevant DOI), provides a link to the license, indicates if changes were made and the licensor is not represented as endorsing the use made of the work. Further, any new works must be made available on the same conditions. The full details of the license are available at xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-sa/4.0. CC BY NC ND: The CC BY-NC-ND license allows users to copy and distribute the Article, provided this is not done for commercial purposes and further does not permit distribution of the Article if it is changed or edited in any way, and provided the user gives appropriate credit (with a link to the formal publication through the relevant DOI), provides a link to the license, and that the licensor is not represented as endorsing the use made of the work. The full details of the license are available at xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/4.0. Any commercial reuse of Open Access articles published with a CC BY NC SA or CC BY NC ND license requires permission from Elsevier and will be subject to a fee. Commercial reuse includes: Associating advertising with the full text of the Article Charging fees for document delivery or access Article aggregation Systematic distribution via e-mail lists or share buttons Posting or linking by commercial companies for use by customers of those companies.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.