Applicable Merger definition

Applicable Merger has the meaning specified in Section 6.02(d).
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Applicable Merger means the Holdings Merger or the ANR Merger, as applicable.
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Examples of Applicable Merger in a sentence

  • If, after the Effective Time, such holder withdraws, fails to perfect or loses any such right to payment, such holder’s Dissenting Shares shall be treated as having been converted as of the Effective Time into the right to receive the Applicable Merger Consideration.

  • Purchaser, on the one hand, and LivaNova, on the other hand, will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing and inseeking early termination of any applicable waiting periods, including under any Applicable Merger Control Law.

  • Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person entitled thereto the Applicable Merger Consideration deliverable in respect thereof.

  • Remittances for the Applicable Merger Consideration shall not be sent to the holders of the Shares and ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as the case may be, of their current contact details prior to the Effective Time.

  • Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Applicable Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article III.

  • Thereafter, each holder of a Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Applicable Merger Consideration, without interest, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable law.

  • The Applicable Merger Consideration delivered upon the surrender of each Certificate in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares.

  • Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any stockholder for any Applicable Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws.

  • Any waiting period under the Merger Control Laws set forth in Section 7.01(a) of the Disclosure Schedule (“Applicable Merger Control Law”) shall have expired or been terminated and any approvals required under each Applicable Merger Control Law shall have been obtained.

  • At the Effective Time, each of the holders of capital stock of the Company shall cease to have any rights as a stockholder of the Company (except as set forth in this Agreement with respect to the Applicable Merger Consideration), and the stock transfer books of the Company shall be closed with respect to all shares of capital stock of the Company outstanding immediately prior to the Effective Time.

Related to Applicable Merger

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

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

  • Company Merger has the meaning set forth in the recitals hereto.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • 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;

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • 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.

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

  • 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.

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • 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.

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

  • Bank Merger has the meaning set forth in the recitals.

  • First Merger shall have the meaning given in the Recitals hereto.

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

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

  • 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.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

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

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

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

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