Approved Merger definition

Approved Merger means any merger of a Qualified Company into LRA or a Consolidated Subsidiary and in which LRA or the Consolidated Subsidiary shall be the surviving entity, or a combination of the foregoing, and in any event, made pursuant to a proposed plan of merger submitted to and specifically approved in writing by the Bank prior to adoption.
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Approved Merger means the direct or indirect merger, combination or other consolidation of the operations of the Borrowers with those of Merger Target, in a form reasonably approved by the Lender and in which (a) Borrowers and Affiliates directly or indirectly own in excess of 50% of the combined entity, (b) Lender’s collateral position is and continues to be perfected and first in all of the existing Borrower’s assets, (c) such transaction otherwise satisfies the requirements of Section 8.13(b) hereof, (d) Merger Target is not merged with or into any of the Borrowers nor will any of the Borrowers be merged with or into Merger Target, and (e) the separate existence of each of the Borrowers continues following the Approved Merger.
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Approved Merger means the merger of Holdings with and into Porto Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Holdco”) pursuant to that certain Transaction Agreement dated as of December 13, 2016, by and among Holdings, Pace Holdings Corp., a Cayman Islands exempted company, Holdco, and New Pace Holdings Corp., a Cayman Islands exempted company.
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Examples of Approved Merger in a sentence

  • Except in connection with the Approved Merger, engage in any transaction resulting in a change in ownership or control.

  • Except pursuant to an Approved Merger or an Approved Asset Purchase Agreement, LRA and the Consolidated Subsidiaries will not become a party to any merger or consolidation, or purchase, lease or otherwise xx xxxxx all or substantially all of the assets or capital stock of any Person.

  • This Agreement shall be binding upon and, subject to this Section 13.12, inure to the benefit of the parties hereto and their respective successors and assigns, except that no Borrower may assign or transfer its rights hereunder or any interest herein or delegate its duties hereunder without the prior written consent of Lender or in connection with an Approved Merger.

  • Except pursuant to an Approved Asset Purchase Agreement or an Approved Merger, LRA and the Consolidated Subsidiaries will not expend or enter into the commitment to expend, whether by Capital Lease or Capital Expenditure, an amount in the aggregate exceeding $300,000.00, on a consolidated basis, in any year during the term hereof.

  • Borrower or any Guarantor which is not an individual voluntarily or involuntarily dissolves or is dissolved, or terminates its existence or has its existence terminated, except in connection with the Approved Merger or which does not adversely affect Lender’s first perfected security interest in the Collateral.

  • Matt Ruhnke seconded the motion.Motion carried with 5 Ayes 0 NaysJudd McCormack made a motion to move City Employee and Code Enforcement Officer Christine Moylan to a full-time city employee with pay of $17.00 per hour.Matt Ruhnke seconded the motion.

  • Any change in ownership of fifty percent (50%) or more of the equity ownership of Borrower, excluding however any transfers within the existing members of Borrower or in connection with the Approved Merger.

  • Except in connection with an Approved Merger, the Issuer or the Material Subsidiary suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or part of its business and such cessation or suspension will have a Material Adverse Effect.

  • Furthermore, Borrower shall not amend or change its Articles of Organization, Code of Regulations, or Bylaws, except in connection with the Approved Merger.


More Definitions of Approved Merger

Approved Merger means a merger or consolidation consummated or to be consummated by the Company or any Subsidiary of the Company:
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Approved Merger has the meaning specified in Section 6(b).
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Related to Approved Merger

  • 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 specified 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 has the meaning set forth in the Recitals.

  • 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 Section 1.03.

  • 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.