Second Merger has the meaning set forth in the Recitals.
Permitted Merger shall have the meaning set forth in Section 3.01.
Company Merger has the meaning set forth in the recitals hereto.
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.
First Merger shall have the meaning given in the Recitals hereto.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Bank Merger has the meaning set forth in the recitals.
Agreement of Merger has the meaning set forth in Section 2.01(b).
M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.
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.
Business Combination Transaction means:
Merger has the meaning set forth in the Recitals.
Reorganization Transactions shall have the meaning set forth in the recitals.
Company Acquisition Transaction means any transaction or series of transactions involving:
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;
Certificate of Merger has the meaning set forth in Section 2.2.
Articles of Merger has the meaning set forth in Section 2.2.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
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.
Plan of Merger has the meaning set forth in Section 2.2.