Conditions to Merger definition

Conditions to Merger means, in the aggregate, each of the following conditions:
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Conditions to Merger. SUB'S AND PARENT'S OBLIGATIONS UNDER THIS AGREEMENT. The obligations of Parent and Merger Sub hereunder shall be subject to satisfaction at or prior to the Closing Date of each of the following conditions, unless waived by Parent or Merger Sub pursuant to Section 7.03 hereof:
Sample 1

Examples of Conditions to Merger in a sentence

  • The holders of Preferred Shares may not exercise their rights under this Section 5(c) with respect to a Change of Control which constitutes a Merger Transaction (as defined in Section 8) with respect to which the Company has delivered a Notice of Merger Conversion (as defined in Section 8) in accordance with Section 8 and with respect to which the Company has satisfied the Conditions to Merger Conversion (as defined in Section 8) and all other conditions of Section 8.

  • SECTION 8.1 Conditions to Merger Relating to CBRL, Cracker Barrel and LRI.

  • Conduct of Business of the Company Prior to the Effective Time 36 5.2. Company Forbearances 36 5.3. Purchaser Forbearances 39 6.1. Regulatory Matters 40 6.2. Access to Information 42 6.3. Shareholders' Approval 43 6.4. Legal Conditions to Merger 44 6.5. Stock Exchange Listing 44 6.6. Employee Benefit Plans 44 6.7. Indemnification; Directors' and Officers' Insurance 47 6.8. Additional Agreements 48 6.9. Advice of Changes 48 6.10.

  • See Section 15, "Certain Conditions to Merger Sub's Obligations." Under no circumstances will interest be paid on the Offer Consideration to be paid by Merger Sub, regardless of any extension of the Offer or any delay in making such payment.

  • SECTION 5.1. Conduct of Business 19 SECTION 5.2. Cooperation; Notice; Cure 21 SECTION 5.3. No Solicitation 21 SECTION 5.4. Joint Proxy Statement/Prospectus; Registration Statement 21 SECTION 5.5. Nasdaq Quotation 22 SECTION 5.6. Access to Information 22 SECTION 5.7. Stockholders Meetings 22 SECTION 5.8. Legal Conditions to Merger 22 SECTION 5.9. Public Disclosure 23 SECTION 5.10.

  • A-31 6.4 Legal Conditions to Merger..................................

  • Conditions to Merger..................................................

  • See Section 15, "Certain Conditions to Merger Sub's Obligations." INDEMNIFICATION; CONTINUANCE OF EXISTING INDEMNIFICATION PROVISIONS.

  • A-41 Section 5.9 Legal Conditions to Merger..............................

  • All Conditions to Merger shall have been satisfied, and the Company shall have consummated the Merger in accordance with the terms of the Merger Agreement.

Related to Conditions to Merger

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Conditions means these terms and conditions;

  • Conditions of Sale means the Conditions of Sale set out in Part 3 of this TenderDocument;

  • Conditions of Approval means condition(s) imposed by the Municipality in the approval of a land development application, including any conditions contained in the annexure(s) and/or plans and/or attachment(s) that form part of the approval and/or are referred to in the approval of the land development application;

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • Permitted Merger shall have the meaning set forth in Section 3.01.

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

  • Conditions of Use means these terms and conditions as may be varied by us from time to time.

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from Xxxxx’x (or such other term as Xxxxx’x may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “Xxxxx’x Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s Xxxxx’x Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.

  • Conditions of Contract means those statements contained in or delivered with your Ticket/s or Itinerary/Receipt, identified as such and which incorporate by reference, these Conditions of Carriage and notices.

  • Conditions Precedent shall have the meaning set forth in Clause 4.2.

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

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

  • Change in condition means a change in physical condition of the employee as well as any change

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

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Refinancing Conditions the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default or Event of Default exists.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Special Conditions of Contract means the pages completed by the Procuring Entity entitled Special Conditions of Contract which constitute Part A of the Special Conditions.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Conditions of Tender means the Conditions of Tender for the said land as set out in Annexure A;