Examples of Second Merger Agreement in a sentence

Immediately following the consummation of the Merger, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Indiana Business Corporation Law (“IBCL”), if the 368 Opinions are delivered prior to the Effective Time in accordance with Section 5.11, the Initial Surviving Corporation will be merged with and into Anthem pursuant to the Second Merger Agreement.
Count V alleges that the District’s Board had no authority to enter into the Second Merger Agreement and that the Board’s approval of that agreement is therefore Ultra Vires.
Immediately following the consummation of the Merger, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “ DLLCA”), the Initial Surviving Corporation will be merged with and into Second Merger Sub pursuant to the Second Merger Agreement.
Consequently, there is no “real and substantial controversy” concerning the Board’s authorization of the Second Merger Agreement nor any practical effect which flows from that authorization.
Immediately after entering into this Agreement, Spirit and CNC Delaware shall enter into the Second Merger Agreement.
Therefore, a declaration that the Board had no authority to approve the Second Merger Agreement would not change the legality of the merger.
Even if it is true that the Board had no authority to negotiate or approve the Second Merger Agreement, however, there is no relief that is available.

More Definitions of Second Merger Agreement

Second Merger Agreement means the Agreement and Plan of Merger, dated as of March 10, 2011, among PVR Radnor, the MLP and the Company.

Second Merger Agreement the Agreement and Plan of Merger (Step 15), dated as of the date hereof, by and between Sunshine Merger II and the Surviving US Borrower, as amended, supplemented or otherwise modified from time to time with the consent of the Administrative Agent.

Related to Second Merger Agreement

Second Merger has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Merger Agreement has the meaning set forth in the Recitals.
Share Exchange Agreement has the meaning specified in the Recitals.
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
First Merger shall have the meaning given in the Recitals hereto.
Transaction Agreement has the meaning set forth in the recitals.
Plan of Merger has the meaning set forth in Section 2.2.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Company Merger has the meaning set forth in the recitals hereto.
Second Effective Time has the meaning specified in Section 2.02.
Parent Agreement has the meaning given to it in Clause 12;
Acquisition Agreement as defined in the recitals hereto.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Reorganization Agreement has the meaning set forth in the recitals.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Company Acquisition Transaction means any transaction or series of transactions involving:
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Merger Closing means the “Closing” as defined in the Merger Agreement.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

Second Merger Agreement definition

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