Parent Merger Documents definition

Parent Merger Documents means, collectively, the Agreement of Merger, dated on or before the Parent Merger Effective Time, by and between Parent and J. Crew Delaware, the Certificate of Merger evidencing the Parent Merger and all other agreements, documents and instruments executed, delivered and/or filed in connection therewith or related thereto.
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Parent Merger Documents means the Parent Merger Agreement and each other document, instrument, certificate and agreement executed or delivered in connection therewith or otherwise referred to therein or contemplated thereby, and all exhibits and schedules thereto; provided that the Required Lenders shall have approved any material amendment, supplement or other modification thereto (including, without limitation, the waiver of any material condition to closing).
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Parent Merger Documents means the Parent Merger Agreement, all schedules and exhibits thereto and all other documentation executed and delivered pursuant to the Parent Merger Agreement, all as in effect on January 8, 2008.
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Examples of Parent Merger Documents in a sentence

  • The parties hereto shall jointly prepare as promptly as practicable a proxy statement to be mailed to the stockholders of Seller who are to vote upon this Agreement and the Parent Merger Documents in connection with the transactions contemplated hereby and to be part of the Registration Statement to be filed by Acquiror with the Commission pursuant to the 1933 Act with respect to the shares to be issued in connection with the Mergers.

  • Except for the approval of Seller’s stockholders of this Agreement, the Parent Merger Documents and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Seller are necessary to consummate the transactions so contemplated.

  • Promptly following approval of this Agreement and the Parent Merger Documents by the stockholders of Seller, Seller, as the sole stockholder of Seller Subsidiary, will approve and consent to this Agreement and the Subsidiary Merger Documents in such capacity, whether at a meeting or by written consent.

  • Subject only to the approval of Parent's stockholders described below, each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it (the "Parent Merger Documents") at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

  • No outstanding share of Seller Common Stock as to which the holder has exercised dissenters rights under the DGCL and did not vote for the adoption of this Agreement and the Parent Merger Documents shall be converted into or represent a right to receive the Merger Consideration, and the holder thereof shall be entitled only to such rights as are granted by the DGCL.

  • The execution and delivery of the Parent Merger Documents and the consummation of the transactions contemplated by the Parent Merger Documents have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, subject only to the approval of the holders of Parent Common Stock of the issuance of the Parent Common Stock in the Merger at a meeting where a quorum is present by a majority of the votes properly cast (the "Parent Voting Proposal").

  • No outstanding share of Seller Common Stock as to which the holder has exercised dissenters rights under the TCA and did not vote for the adoption of this Agreement and the Parent Merger Documents shall be converted into or represent a right to receive the Merger Consideration, and the holder thereof shall be entitled only to such rights as are granted by the TCA.

  • The Lenders shall have received a certificate from a Responsible Officer of the Borrower with respect to the Parent Merger, attaching the copy of the Parent Merger Agreement (including all schedules and exhibits thereto), and all related material Parent Merger Documents).

  • Both before and after giving effect to this Agreement, the other Loan Documents, the Senior Transaction Documents, the Parent Merger Documents and the use of proceeds of the Notes contemplated hereby, each Loan Party is, and after consummation of the transactions contemplated by this Agreement will be, Solvent.

  • Concurrently with the Amendment Effective Date, the Parent Merger shall have been consummated in accordance with the Parent Merger Documents and no material provision thereof shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the Lenders unless approved by the Required Lenders.


More Definitions of Parent Merger Documents

Parent Merger Documents means that certain Agreement and Plan of Merger dated as of October 15, 2004 among Golf Acquisition, Inc., a Florida corporation, Xxxx X. Xxxxxx and Parent.
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Related to Parent Merger Documents

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

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

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

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

  • MergerSub has the meaning set forth in the Preamble.

  • Buyer Documents has the meaning set forth in Section 5.2.

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

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

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

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

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

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

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

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

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

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Merger Subs has the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Parent Bylaws means the Bylaws of Parent.

  • Company Bylaws means the bylaws of the Company, as amended.

  • Effective Time has the meaning set forth in Section 2.2.

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

  • Ancillary Agreements means the Xxxx of Sale and Assignment and Assumption Agreement, the Deeds, the Assignments of Leased Properties, the Assignments of Intellectual Property and any other instrument or agreement contemplated by this Agreement or the foregoing.