Allergan Merger Agreement definition

Allergan Merger Agreement has the meaning specified in the recitals hereto.
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Allergan Merger Agreement means that certain Agreement and Plan of Merger (as amended in accordance with the terms thereof and in effect from time to time, including all schedules and exhibits thereto), dated as of November 16, 2014, by and among Ultimate Parent, the Allergan Merger Sub and the Allergan Acquired Business.
Sample 1

Examples of Allergan Merger Agreement in a sentence

  • Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties and each other Subsidiary will use the proceeds of the Loans solely (a) to finance, in part, the cash portion of the consideration for the Allergan Acquisition payable under the Allergan Merger Agreement and the Refinancing and (b) to pay fees and expenses incurred in connection with the Transactions.

  • No other terms of the Allergan Merger Agreement were amended.The foregoing summary describes the material provisions of the Amendment, a copy of which is attached hereto as Annex A and incorporated herein by reference.The date of this prospectus supplement is March 13, 2006.

  • Ultimate Parent, Intermediate Parent, the Borrowers, the other Loan Parties and each other Subsidiary will use the proceeds of the Loans solely (a) to finance, in part, the cash portion of the consideration for the Allergan Acquisition payable under the Allergan Merger Agreement and the Refinancing and (b) to pay fees and expenses incurred in connection with the Transactions.

  • The respective Boards of Directors of Allergan, Inamed and Banner Acquisition, Inc., have approved an amendment to the Allergan Merger Agreement, dated as of March 11, 2006 (the Amendment ).

Related to Allergan Merger Agreement

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

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

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • 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.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Transaction Agreement has the meaning set forth in the recitals.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

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

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

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • 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.

  • 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.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.

  • Restructuring Agreement shall have the meaning set forth in the recitals.