Consolidating Merger definition

Consolidating Merger means a merger of any combination of At Home III, Holdings, and At Home Group Inc. (formerly known as GRD Holding I Corporation), a Delaware corporation, into a single entity (the “Consolidated Entity”) in contemplation of an issuance by the Consolidated Entity of its common Equity Interests in a public offering; provided that (i) upon any Consolidating Merger involving (x) At Home III, references to the “Borrower” in this Agreement shall mean the Consolidated Entity and/or At Home Stores LLC, as applicable, and (y) Holdings, references to “Holdings” in this Agreement shall, to the extent applicable, mean the Consolidated Entity, and to the extent not applicable, be disregarded; (ii) the representations and warranties contained in Article 5, to the extent applicable, shall be true with respect to the Consolidated Entity; (iii) immediately before and immediately after giving effect to such Consolidating Merger, no Default or Event of Default shall have occurred and be continuing; and (iv) upon request by the Administrative Agent, At Home III and Holdings shall deliver such certifications, certificates, joinders, agreements, financial information, or opinions of counsel, that the Administrative Agent deems necessary to confirm (x) the continuing validity and perfection of the Secured Parties’ security interests in the Collateral and (y) the enforceability of the Loan Documents.
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Consolidating Merger means a merger of any combination of GRD Holding III, Holdings, and At Home Group Inc. (formerly known as GRD Holding I Corporation), a Delaware corporation, into a single entity (the “Consolidated Entity”) in contemplation of an issuance by the Consolidated Entity of its common Equity Interests in a public offering; provided that (i) upon any Consolidating Merger involving (x) GRD Holding III, references to the “Borrower” in this Agreement shall mean the Consolidated Entity and/or Garden Ridge, L.P., as applicable, and (y) Holdings, references to “Holdings” in this Agreement shall, to the extent applicable, mean the Consolidated Entity, and to the extent not applicable, be disregarded; (ii) the representations and warranties contained in Article 5, to the extent applicable, shall be true with respect to the Consolidated Entity; (iii) immediately before and immediately after giving effect to such Consolidating Merger, no Default or Event of Default shall have occurred and be continuing; and (iv) upon request by the Administrative Agent, GRD Holding III and Holdings shall deliver such certifications, certificates, joinders, agreements, financial information, or opinions of counsel, that the Administrative Agent deems necessary to confirm (x) the continuing validity and perfection of the Secured Parties’ security interests in the Collateral and (y) the enforceability of the Loan Documents.
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Examples of Consolidating Merger in a sentence

  • KCPL after the Consolidating Effective Time is sometimes referred to herein as the "Surviving Corporation." The effects and the consequences of the Consolidating Merger shall be as set forth in Section 1.2(b).

  • Subject to the foregoing, the additional effects of the Consolidating Merger shall be as provided in the applicable provisions of the DGCL and the Missouri General and Business Corporation Law (the "MGCL").

  • KCPL shall be the surviving corporation in the Consolidating Merger and shall continue its corporate existence under the laws of the State of Missouri.

  • The Consolidating Merger contemplated by the Merger Agreement is a "short-form" merger between KCPL and UCU which will be KCPL's wholly-owned subsidiary as a result of the UCU Merger.

  • The Consolidating Merger shall be effective at such time as is set forth in the Consolidation Certificate; provided that if no earlier time shall be established pursuant the preceding provisions in this Section 2.2, then the Consolidating Mergers shall become effective at 12:01 AM Delaware time on January 1, 1998.

  • The effective time specified in the certificate of merger to be filed with respect to the UCU Merger shall be prior to the effective time specified in the articles of merger and certificate of merger filed with respect to the Consolidating Merger.

  • Provisions in Case of Consolidating Merger or Sale of Assets..................................................

  • The Consolidating Merger shall become effective at the later of (i) the time of the issuance of the certificate of merger with respect to the Consolidating Merger by the Secretary of State of the State of Missouri and (ii) the time that the certificate of merger filed with respect to the Consolidating Merger shall be duly filed with the Secretary of State of the State of Delaware (the "CONSOLIDATING EFFECTIVE TIME" or the "EFFECTIVE TIME").

  • See "MAXIM FOLLOWING THE MERGERS -- Dividends" and "DESCRIPTION OF MAXIM COMMON STOCK." COMPARISON OF STOCKHOLDERS' RIGHTS As a result of the UCU Merger, holders of UCU Common Stock will become shareholders of KCPL (to be renamed Maxim upon consummation of the Consolidating Merger), a Missouri corporation.

  • See "MEETINGS, VOTING AND PROXIES -- The UCU Meeting." THE MERGERS The Mergers will be consummated on the terms and subject to the conditions set forth in the Merger Agreement, as a result of which (i) as of the UCU Effective Time, Sub will be merged with and into UCU, with UCU surviving in the UCU Merger and (ii) immediately thereafter at the Effective Time, the UCU Surviving Corporation will be merged with and into KCPL, with KCPL surviving (and renamed as Maxim) in the Consolidating Merger.

Related to Consolidating Merger

  • Merger has the meaning set forth in the Recitals.

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

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

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

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

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

  • consolidating supervisor means consolidating supervisor as defined in point (41) of Article 4(1) of Regulation (EU) No 575/2013;

  • Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.

  • Consolidation means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

  • 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.

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

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

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Mergers has the meaning set forth in the Recitals.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Amalgamating Corporations means both of them;

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Consolidating (or “consolidating”): When used with reference to any financial term in this Agreement, the aggregate for two or more Persons of the amounts signified by such term for all such Persons determined on a consolidated basis in accordance with GAAP.

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

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Merger Sub 2 has the meaning set forth in the Preamble.

Most Referenced Clauses

Most Referenced Definitions