Target Merger Agreement definition

Target Merger Agreement means that certain Agreement and Plan of Merger dated as of March 13, 2008, by and among Biomed Healthcare, Inc., Holdings, Target and Target Owner.

Target Merger Agreement means that certain Agreement and Plan of Merger dated as of March 13, 2008, by and among Biomed Healthcare, Inc., Holdings, Target and Target Owner. “ Target Merger Documents ” means the Target Merger Agreement and each of the other documents, instruments and agreements executed and delivered in connection with the Target Merger. “ Target Owner ” means Parallex, LLC, a Delaware limited liability company. “ Taxes ” has the meaning set forth in Section 3.01(a) . “ Term Loan ” has the meaning specified in Section 2.01(b) . “ Term Loan Commitment ” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrowers pursuant to Section 2.01(b) and the other terms and conditions of this Agreement, in the principal amount set forth opposite such Lender’s name on Schedule 2.01 , as such amounts may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Loan Commitments is $35,000,000. “ Term Loan Lender ” means, as of any date of determination, any Lender holding a Term Loan Commitment or any portion of the then-outstanding Term Loan. “ Term Loan Maturity Date ” means April 4, 2013. “ Term Note ” has the meaning set forth in Section 2.11 . “ Termination Date ” means the date that (i) all Obligations (other than contingent obligations in respect of Secured Hedge Agreements) have been fully and indefeasibly paid in full and (ii) no commitments or other obligations of any Lender to provide funds to the Borrowers remain outstanding. “ Termination Value ” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender). “ Total Consideration ” means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount...

Target Merger Agreement shall have the meaning set forth in the Recitals.

Examples of Target Merger Agreement in a sentence

• In the event of any proposed amendments to the terms and conditions of the Target Merger Agreement, the Acquirors shall afford the Seller the opportunity to review and shall consider in good faith any comments thereon.

• The Target Merger shall have been consummated or shall be consummated contemporaneously with the closing and funding of the Loans in accordance with the terms of the Target Merger Agreement (as altered, amended, waived or otherwise changed or supplemented in compliance with this paragraph).

• Except as set forth on Schedule 5.18 , neither any Loan Party nor any Subsidiary has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the transactions contemplated under the Loan Documents or the Target Merger Agreement.

• Receipt by the Administrative Agent of favorable opinions of (i) Xxxxxx & Bird LLP, counsel to the Loan Parties, (ii) any local counsel to the Loan Parties and (iii) Fox Rothschild LLP, counsel to Target delivered pursuant to Section 10.01(h) of the Target Merger Agreement, in each case, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonable satisfactory to the Administrative Agent.

• Since December 31, 2007, there has been no event or circumstance that has had or could reasonably be expected to have a Company Material Adverse Effect (as such term is defined in the Target Merger Agreement).

• The transactions contemplated by the Target Merger Agreement shall have been consummated pursuant to the terms and conditions thereof, as such terms and conditions are set forth in the execution version delivered to the Seller on the date hereof.

• For the avoidance of doubt, the Target Merger Agreement, as executed on the date hereof, shall not be amended without the prior written consent of the Seller not to be unreasonably withheld.

• Following the earlier to occur of the termination of the Target Merger Agreement and the Subsequent Closing (as defined in the Investment Agreement) (the period prior to such earlier occurrence, the “Restricted Period”), the Company and the Investor will cooperate in good faith to promptly amend the Resale Registration Statement to provide for the registration of the Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders.

• The cash portion of the purchase price paid by the Borrower in connection with the Target Acquisition shall not be greater than $600,000,000 and the remainder of the purchase price shall be paid for in the form of newly issued or existing common stock of the Borrower in accordance with the terms and conditions of the Target Merger Agreement.

• No provision of the Target Merger Agreement shall have been altered, amended, waived or otherwise changed or supplemented in a manner that could reasonably be expected to be materially adverse to Administrative Agent and/or the other Lenders or materially affect Administrative Agent’s or the other Lenders’ rights or remedies hereunder or under the other Loan Documents.

More Definitions of Target Merger Agreement

Target Merger Agreement shall have the meaning given to such term in the Investment Agreement.

Target Merger Agreement has the meaning provided in the preliminary statements hereto.

Target Merger Agreement has the meaning provided in the Recitals to this Agreement.