Arrangement Agreement and Plan of Merger definition

Arrangement Agreement and Plan of Merger means the Arrangement Agreement and Plan of Merger, dated as of August 26, 2014, by and among Restaurant Brands International, Restaurant Brands International Limited Partnership (previously known as New Red Canada Partnership), Burger King Worldwide, Inc., Blue Merger Sub, Inc., 8997900 Canada Inc. and Tim Hortons Inc., as amended.

Arrangement Agreement and Plan of Merger means the Arrangement Agreement and Plan of Merger, dated as of August 26, 2014, by and among Restaurant Brands International, Restaurant Brands International Limited Partnership (previously known as New Red Canada Partnership), Burger King Worldwide, Inc., Blue Merger Sub, Inc., 8997900 Canada Inc. and Xxx Hortons Inc., as amended.

Arrangement Agreement and Plan of Merger means the Arrangement Agreement and Plan of Merger, dated as of August 26, 2014, by and among Holdings, Partnership, Burger King Worldwide, Blue Merger Sub, Inc., 8997900 Canada Inc. and Xxx Hortons, as the same may be amended prior to the Escrow Release Date.

Examples of Arrangement Agreement and Plan of Merger in a sentence

• To effect the Acquisition, (i) certain Investors will make the Equity Contribution and (ii) the Parent Borrower will indirectly consummate the transactions contemplated by the Arrangement Agreement and Plan of Merger, dated as of August 26, 2014 (as amended, the “Acquisition Agreement”), by and among BKW, 1011773 B.C. Unlimited Liability Company, New Red Canada Partnership, Blue Merger Sub, Inc., 8997900 Canada Inc.

• The Arrangement Agreement and Plan of Merger provides that Tim Hortons is subject to customary non-solicitation provisions.Both companies’ boards of directors have unanimously determined that the proposed combination is in the best interests of their respective companies.

• The Arrangement Agreement and Plan of Merger provides that Tim Hortons is subject to customary non­solicitation provisions.Both companies’ boards of directors have unanimously determined that the proposed combination is in the best interests of their respective companies.

More Definitions of Arrangement Agreement and Plan of Merger

Arrangement Agreement and Plan of Merger means the Arrangement Agreement and Plan of Merger, dated as of August 26, 2014, by and among Restaurant Brands International, the Company, Burger King Worldwide, Inc., Blue Merger Sub, Inc., 8997900 Canada Inc. and Xxx Xxxxxxx Inc., as amended. “Asset Disposition” means: (a) the voluntary sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Leaseback Transaction) of the Company or any of its Restricted 5 or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors; (7) any dispositions or issuances of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the Company) of less than the greater of $375.0 million and 15.0% of LTM EBITDA; (8) any Restricted Payment that is permitted to be made, and is made, under Section 3.3 hereof and the making of any Permitted Payment or Permitted Investment or, solely for purposes of Section 3.5(a)(3) hereof, asset sales, the proceeds of which are used to make such Restricted Payments or Permitted Investments; (9) dispositions, issuances and sales in connection with Permitted Liens, Permitted Intercompany Activities, Permitted Restructuring and related transactions; (10) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with past practice or consistent with industry practice or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (11) conveyances, sales, transfers, licenses, sublicenses, cross-licenses or other dispositions of intellectual property, software or other general intangibles and licenses, sublicenses, cross-licenses, leases or subleases of other property, in each case, in the ordinary course of business or consistent with past practice or consistent with industry practice or pursuant to a research or development agreement in which the counterparty to such agreement receives a license in the intellectual property or software that result from such agreement; (12) the lease, assignment, license, sublease or sublicense of any real or personal property in the ordinary course of business or consistent with industry practice; (13) foreclosure, condemnation, expropriation, forced disposition or any similar action with respect to any pr...