Parent Company Merger definition

Parent Company Merger means (a) a merger or consolidation of the Company with or into Holdings or a merger or consolidation of Holdings with or into the Company or (b) any assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Company to Holdings or of Holdings to the Company.
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Parent Company Merger means (a) a merger or consolidation of the Company with or into Holdings or a merger or consolidation of Holdings with or into the Company, provided that the holders of Voting Stock of Holdings immediately prior to such transaction own substantially all of the Voting Stock of the surviving entity immediately after such transaction, or (b) any assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Company to Holdings or of Holdings to the Company.
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Parent Company Merger means the closing of the merger by and among Metamor Worldwide, Inc., a Delaware corporation ("Metamor"), PSINet Inc., a New York corporation, and PSINet Shelf IV Inc., a Delaware corporation.
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Examples of Parent Company Merger in a sentence

  • In the event of termination of this Agreement as provided in Section 7.1, there shall be no liability or obligation on the part of Parent, Company, Merger Sub or their respective officers, directors or stockholders, except to the extent that such termination results from the breach by a party of any of its representations, warranties or covenants set forth in this Agreement; provided that the provisions of Section 7.1 shall remain in full force and effect and survive any termination of this Agreement.

  • Except as provided in the Merger Agreement, no broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder for which Parent, Company, Merger Subsidiary, the Surviving Corporation or any of their Subsidiaries could be or become liable.

  • Parent, Company Merger Sub and Blocker Merger Sub each has heretofore made available to the Company complete and correct copies of its certificate of incorporation or certificate of formation, as applicable, and bylaws or limited liability company agreement, as applicable, each as amended to date, and each such document is (x) in full force and effect and (y) has not been amended in any respect from the copy made available to Parent.

  • The execution and delivery of this Agreement and the Ancillary Agreements by Parent, Company Merger Sub and Blocker Merger Sub and the consummation by Parent, Company Merger Sub and Blocker Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company action on the part of each of Parent, Company Merger Sub and Blocker Merger Sub, other than with respect to Parent the receipt of the Parent Stockholder Approval.

  • This Agreement shall automatically terminate upon: (a) the termination of the Parent Company Merger Agreement; or (b) the mutual written consent of First Mid Bank and Soy Capital.

  • Parent Company Merger In June 1997, Paymentech's former indirect parent company, First USA, Inc., merged with and into Banc One resulting in Banc One becoming the indirect owner of 55% of the Company's outstanding common stock.

  • In rendering such opinion, Testx, Xxrwxxx & Xhibxxxxx, XXP may require and rely upon (and may incorporate by reference) representations and covenants, including those contained in certificates of officers of Parent, Company, Merger Sub and others.

  • In rendering such opinion, Brobxxx, Xxleger & Harrxxxx XXX may require and rely upon (and may incorporate by reference) representations and covenants, including those contained in certificates of officers of Parent, Company, Merger Sub and others.

  • Notwithstanding the foregoing, neither the Concurrent Financing Transactions nor a Parent Company Merger shall constitute a Change of Control.

  • Notwithstanding anything in this Agreement to the contrary, if any income Tax is imposed on any of Parent, Company, Merger Sub or Successor Sub as a result of the Mergers, then Parent and Successor Sub shall solely bear such Tax, and the imposition of such Tax shall not constitute a breach of any representation, warranty or covenant by any Party to this Agreement.


More Definitions of Parent Company Merger

Parent Company Merger has the meaning set forth in the Recitals.
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Parent Company Merger means (a) a merger or consolidation of XM with or into Holdings or a merger or consolidation of Holdings with or into XM, provided that the holders of Voting Stock of Holdings immediately prior to such transaction own substantially all of the Voting Stock of the surviving entity immediately after such transaction or (b) any assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of XM to Holdings or of Holdings to XM.
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Parent Company Merger means (a) a merger or consolidation of XM with or into Holdings or a merger or consolidation of Holdings with or into XM or (b) any assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of XM to Holdings or of Holdings to XM.
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Related to Parent Company Merger

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

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

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

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Parent Company means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

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

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger has the meaning set forth in the Recitals.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • MergerSub has the meaning set forth in the Preamble.

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

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • 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;

  • Merger Sub Board means the board of directors of Merger Sub.

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Parent Common Shares means the common shares of the Parent;

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