Closing of the Merger definition

Closing of the Merger means the Closing, as defined in that certain Agreement and Plan of Merger by and among the Company, Pearl Merger Sub, Inc. and Hepion Pharmaceuticals, Inc., dated as of July 19, 2024,
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Closing of the Merger means the entry of the Merger in the competent commercial register.
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Examples of Closing of the Merger in a sentence

  • The Closing of the Merger will be deemed to mean a waiver of all conditions to Closing.

  • In addition, simultaneously with delivery of such FIRPTA Notification Letter, Target shall provide to Acquiror, as agent for Target, a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), along with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of Target upon the Closing of the Merger.

  • The Closing of the Merger contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing.

  • In addition, simultaneously with delivery of such Notification Letter, Target shall have provided to Acquiror, as agent for Target, a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2) along with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of Target upon the Closing of the Merger.

  • Prior to the Closing of the Merger, the Principal Stockholder hereby agrees to execute the Stockholders Agreement, substantially in the form attached as Exhibit A to the Merger Agreement.

  • The Closing of the Merger shall take place at the offices of Xxxxxxxxx X.

  • The representations and warranties contained herein shall be made as of the date hereof and as of the Closing of the Merger.

  • Subject to the provisions of Articles IX and XI hereof, the Closing of the Merger shall take place at the offices of Horgan, Rosen, Beckham & Coren, L.L.P., 00000 Xxxx Xxxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, at 10:00 a.m., or at such other place or time as the parties hereto shall mutually agree.

  • Notwithstanding any other provision of this Agreement or any other agreement, this Agreement and all obligations hereunder shall terminate and cease to have any force or effect upon the earliest of (i) the Closing of the Merger, (ii) any termination of the Merger Agreement in accordance with its terms, (iii) any amendment of the Merger Agreement that adversely impacts Stockholder in any material respect, without the prior written consent of Stockholder (such earliest date, the “Termination Date”).

  • In the event that Grantee’s employment is terminated by any entity in the Company Group for Cause, as of the date of such termination of employment all Restricted Share Units shall cease to vest and any outstanding Restricted Share Units and Vested Shares that have yet to settle pursuant to Section 8 hereof, shall immediately be forfeited to the Company without payment of consideration by the Company.(b)Termination Following the Closing of the Merger.

Related to Closing of the 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.

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

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

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

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

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

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

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

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

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • 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.

  • Closing has the meaning set forth in Section 2.2.

  • Share Exchange has the meaning set forth in Section 2.1.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

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

  • 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.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • IPO Closing Date means the closing date of the IPO.

  • Second Closing has the meaning set forth in Section 2.2.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • 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.