Bluegreen Merger definition

Bluegreen Merger means that certain cash merger transaction on April 2, 2013 whereby Bluegreen became a direct wholly-owned subsidiary of Woodbridge Holdings LLC and ceased to be a publicly traded entity. Bluegreen and each Affiliate thereof is in compliance in all material respects with ERISA and no lien in favor of the Pension Benefit Guaranty Corporation on any of the Timeshare Loans shall exist. The name and address of the Lockbox Bank, together with the account numbers of the Lockbox Accounts at the Lockbox Bank, are specified in the Lockbox Agreement (or at such other Lockbox Bank and/or with such other Lockbox Accounts as have been notified to the Funding Agents). All applicable Obligors will be instructed to make payment to the Lockbox Account in accordance with the Indenture. For clarity, it is understood that the Timeshare Loans, related Timeshare Loan Documents and other related assets will be conveyed by the Seller to the Depositor and by the Depositor to the Issuer pursuant to the Purchase Agreement and Sale Agreement, respectively, without recourse, representation on warranty except as expressly provided therein. Without limiting the foregoing, none of the Seller, the Depositor or any of their respective subsidiaries shall be responsible for payments on the Timeshare Loans, and any other credit risks associated therewith shall be borne by the Issuer and the holders of any obligations of the Issuer. Bluegreen and each of its Affiliates has and intends to in the future to properly disclose and account for the transactions contemplated by the Transaction Documents as an on balance sheet transaction in accordance with GAAP. The transaction contemplated by the Transaction Documents is a financing for tax purposes. As of the Closing Date and as of each Funding Date, as applicable, (i), neither Bluegreen nor any of its Commonly Controlled Affiliates has or has incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, with respect to any “Employee Pension Benefit Plan” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (ii) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimu...
Sample 1
Bluegreen Merger means that certain cash merger transaction on April 2, 2013 whereby Bluegreen become a direct wholly-owned subsidiary of Woodbridge Holdings LLC and ceased to be a publicly traded entity.
Sample 1

Examples of Bluegreen Merger in a sentence

  • For the avoidance of doubt, HGV shall indemnify, defend at its expense, and hold harmless Hilton and its Subsidiaries and their Related Parties from and against all Losses resulting from any third-party claims based upon the Bluegreen Merger, the Choice Agreement, the Choice Amendment or any transactions contemplated thereby, and all acts and omissions in connection therewith.

  • Subject to the terms of this Third Amendment, and pursuant to its rights set forth in the License Agreement, Hilton hereby consents to (a) the assumption by HGV in the Bluegreen Merger of the agreements with each of Bass Pro, Inc.

  • Recent Events The Bluegreen Merger On April 2, 2013, Bluegreen merged with a wholly-owned subsidiary of Woodbridge in a cash merger transaction (sometimes hereinafter referred to as the “Bluegreen merger”).

  • Notwithstanding the foregoing, none of Parent, Woodbridge, Bluegreen, Merger Sub, the Exchange Agent or any other Person shall be liable to any former shareholder of Bluegreen or any affiliate or representative thereof for any amount delivered in good faith to a public official or governmental authority pursuant to applicable abandoned property, escheat or similar laws.

Related to Bluegreen Merger

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

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

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

  • 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.

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

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

  • MergerSub has the meaning set forth in the Preamble.

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

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

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

  • Merger Sub Board means the board of directors of Merger Sub.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

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

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

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

  • Acquisition Subsidiary shall have the meaning set forth in the Preamble.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • 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.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • 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.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Acquisition Sub shall have the meaning set forth in the Preamble.