Definition of Merger Agreement Sample Clauses

Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (a) do not (i) change the form of consideration or (ii) change the Exchange Ratio in a manner adverse to Stockholder, or (b) have been agreed to in writing by Stockholder.
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Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (a) do not (i) change the form or amount of consideration payable under the Merger Agreement, (ii) extend the Outside Date past May 16, 2024 (other than any extension provided for in Section 8.1(b) of the Merger Agreement with respect to the Registration Statement), or (iii) otherwise change the terms and conditions of the Merger, the Concurrent Financing or the other Contemplated Transaction in a manner materially adverse to such Stockholder or (b) have been agreed to in writing by such Stockholder.
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Definition of Merger Agreement. All references in the Escrow Agreement to “Merger Agreement” shall mean the Merger Agreement as amended on April 20, 2007, and as amended by this Agreement.
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Definition of Merger Agreement. The definition of “Merger Agreement” in Section 1 of the Rights Agreement is hereby amended and restated in its entirety to read in full as follows:
Sample 1
Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (a) do not constitute an amendment, waiver or modification of Section 1.5 (Conversion of Shares), Section 5.17 (Pre-Closing Dividend), Section 5.18 (Determination of Targacept Cash Balance), Section 5.19 (Determination of Company Cash Balance), Section 5.20 (Redeemable Convertible Notes Principal), Section 5.21 (NNR Restricted Cash Account) or Section 6.5 (Pre-Closing Dividend), or otherwise to the form of consideration, Exchange Ratio or calculation of the Pre-Closing Dividend, whether or not such sections are actually amended, waived or modified;; or (b) have been agreed to in writing by Stockholder.
Sample 1
Definition of Merger Agreement. Section 1.01 of the Credit Agreement is amended to add a new definition in appropriate alphabetical order:
Sample 1
Definition of Merger Agreement. The following new definition entitled “Merger Agreement” is hereby added as a new definition to Section 1.1 of the Loan Agreement, to be inserted in alphabetical order among the definitions in said Section of the Loan Agreement:
Sample 1
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Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” includes Amendment No. 1 to the Merger Agreement and Amendment No. 2 to the Merger Agreement and may include the Merger Agreement as further amended or modified as long as such further amendments or modifications (a) do not constitute an amendment, waiver or modification of Section 1.5 (Conversion of Shares), Section 5.17 (Pre-Closing Dividend), Section 5.18 (Determination of Targacept Cash Balance), Section 5.19 (Determination of Company Cash Balance), Section 5.20 (Redeemable Convertible Notes Principal) or Section 6.5 (Pre-Closing Dividend), or otherwise to the form of consideration, Exchange Ratio or calculation of the Pre-Closing Dividend, whether or not such sections are actually amended, waived or modified; or (b) have been agreed to in writing by Stockholder.
Sample 1

Related to Definition of Merger Agreement

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

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