Amended and Restated Merger Agreement definition

Amended and Restated Merger Agreement shall have the meaning set forth in the introductory clauses hereof.

Amended and Restated Merger Agreement means the Amended and Restated Agreement and Plan of Merger made and entered into as of June 25, 2007, by and among Parent, Merger Sub and the Company, as amended from time to time in accordance with its terms.

Amended and Restated Merger Agreement means the Amended and Restated Agreement and Plan of Merger dated January 8, 2018, by and among the Corporation, Spartan Merger Sub, Ltd., a Bermuda exempted limited liability company and a direct wholly-owned subsidiary of the Corporation, TWG, Arbor Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of TWG, and TWG Re, Ltd., a corporation incorporated in the Cayman Islands.

Examples of Amended and Restated Merger Agreement in a sentence

• Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended and Restated Merger Agreement.

• The Borrower further represents and warrants that there have been no amendments, modifications, supplements, waivers or consents to the Amended and Restated Merger Agreement (including all schedules and exhibits thereto) since July 9, 2017 that are materially adverse to the interests of the Lenders.

• All terms capitalized used in this paragraph 3 or the definition of “Target Material Adverse Effect” and not defined herein shall have the meaning assigned thereto in the Amended and Restated Merger Agreement (as of the date hereof).

• Capitalized terms used but not defined in this Agreement are used in this Agreement with the meanings given to such terms in the Amended and Restated Merger Agreement.

• EXTENSION COURSEWORK Northern Caribbean University allows the completion and transfer of coursework from other Seventh-day Adventist colleges/universities so as to provide for cultural and academic enrichment.

• Except with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure Letter or as required by Applicable Law, from the date of this Amended and Restated Merger Agreement until the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course.

• As of the date of this Amended and Restated Merger Agreement, there are no side letters or other agreements, contracts or arrangements related to the funding of the Financing, other than as expressly set forth in the Debt Commitment Letters and the Fee Letters and delivered to the Company on or prior to the date of this Amended and Restated Merger Agreement, that could adversely affect the availability of the full amount of the Financing.

• In this regard, such Covered Stockholder shall not be deemed to make any agreement or understanding in this Agreement in such Covered Stockholder’s capacity as a director or officer of the Company, including with respect to Section 5.02 of the Amended and Restated Merger Agreement.

• As of the date of this Amended and Restated Merger Agreement, KPMG LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

• Notwithstanding the foregoing, references to the date of the Amended and Restated Merger Agreement, as amended hereby, shall in all instances continue to refer to April 18, 2014, and references to “the date hereof” and “the date of this Agreement” shall continue to refer to April 18, 2014.

More Definitions of Amended and Restated Merger Agreement

Amended and Restated Merger Agreement means this Amended and Restated Merger Agreement, together with the exhibits and the Disclosure Schedule attached hereto, and the Contracts and other documents to be executed and delivered by Savers pursuant hereto.

Amended and Restated Merger Agreement means the amended and restated merger agreement dated as of April 4, 2014 between Flemish, Subco and MAM, as amended on April 23, 2014, a copy of which is available on MAM’s profile on SEDAR at www.sedar.com.