Alternative Merger definition

Alternative Merger means the merger of HoldCo with and into the Company, with the Company as the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement.
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Alternative Merger has the meaning set forth in Section 2.6.
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Alternative Merger shall have the meaning specified in Section 2.01.
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Examples of Alternative Merger in a sentence

  • Internet Protocol (IP) is used at the network layer which ensures that the packets between the 2 nodes are correctly delivered and returned back.

  • At the Effective Time of the Alternative Merger, MediaOne shall be merged with and into Comcast MOG in accordance with Delaware Law and upon the terms set forth in this Agreement, whereupon the separate existence of MediaOne shall cease.

  • Comcast MOG shall become a party to this Agreement as a constituent corporation of the Alternative Merger prior to the MediaOne Stockholders' Meeting.

  • If the Alternative Merger Notice is given, the representations, warranties and other provisions of this Agreement shall be appropriately amended to account for the change while otherwise effecting the intent of the parties as expressed in this Agreement.

  • In the event the Alternative Merger is effectuated, the parties agree that for Federal income tax purposes, the Merger shall be treated as an asset acquisition by Parent, followed by a liquidation of Seller.

  • For purposes of this Agreement, (i) all references to the term "Merger" shall be deemed to include the Alternative Merger, except for such references contained in the second sentence of Section 1.6 and in this Section 1.11, and (ii) all references to the term "Surviving Company" shall be deemed to include Parent in its capacity as the surviving entity in the Alternative Merger.

  • This Agreement, Parent Merger and the Alternative Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company in accordance with the Restated Certificate of Incorporation of the Company and DGCL.

  • In the event either of the above conditions fails to be satisfied or waived by the appropriate party, the transactions contemplated hereby shall be effected in the form of the Alternative Merger as provided in Section 1.9.

  • In the event Parent elects to carry out the Alternative Merger, the Company and Parent shall negotiate in good faith to amend this Agreement to reflect such Alternative Merger structure subject to the proviso in the immediately preceding sentence.

  • As part of the Proxy Statement and in the manner required by applicable law, Seller shall describe the provisions of this Section 1.05 such that approval of the Seller Voting Proposal shall entail approval of both Merger and (if elected to be effected by Buyer) the Alternative Merger.


More Definitions of Alternative Merger

Alternative Merger has the meaning set forth in Section 2.15.
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Alternative Merger shall have the meaning assigned to such term in the Merger Agreement;
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Alternative Merger. 2” Section 3.6 “Alternative Mergers” Section 3.6
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Alternative Merger. SUB 2" Section 3.6 "ALTERNATIVE STRUCTURE EVENT" Section 3.6 "CASH CONSIDERATION PERCENTAGE" Section 3.4(b) "CERTIFICATE OF MERGER" Section 2.2 "COBRA" Section 4.10(f) "CODE" Recitals
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Related to Alternative Merger

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

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

  • Company Merger has the meaning specified in the Recitals hereto.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

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

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • 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.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Base Merger Consideration means $1,200,000,000.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • alternative plan means a group RRSP, including the BCTF Plan, which was entered into prior to the coming into force of this Article, and which is still in effect as of that date.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • 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.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

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

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).