Contribution and Merger Agreement definition

Contribution and Merger Agreement means that certain Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, a Delaware corporation, Anadarko E&P Onshore LLC, a Delaware limited liability company, XXX, WESGP, the Partnership, the General Partner, Clarity Merger Sub, LLC, a Delaware limited liability company, Asset HoldCo, Operating Partnership, Xxxx-XxXxx Gathering LLC, a Colorado limited liability company, Xxxx-XxXxx Worldwide Corporation, a Delaware corporation, APC Midstream Holdings, LLC, a Delaware limited liability company, and Delaware Basin Midstream, LLC, a Delaware limited liability company.
Sample 1Sample 2
Contribution and Merger Agreement means that certain Contribution, Conveyance, Assumption and Merger Agreement, dated as of December 20, 2011, among the General Partner, the Partnership, the Operating Company, Mid-Con I, Mid-Con II and the Founders, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time
Sample 1
Contribution and Merger Agreement means that certain Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018, by and among Anadarko Petroleum Corporation, a Delaware corporation, Anadarko E&P Onshore LLC, a Delaware limited liability company, Western Gas Partners, LP, a Delaware limited partnership, Western Gas Holdings, LLC, a Delaware limited liability company, the Partnership, WGR, Clarity Merger Sub, LLC, a Delaware limited liability company, Asset HoldCo, Operating Partnership, Xxxx-XxXxx Gathering LLC, a Colorado limited liability company, Xxxx-XxXxx Worldwide Corporation, a Delaware corporation, APC Midstream Holdings, LLC, a Delaware limited liability company, and Delaware Basin Midstream, LLC, a Delaware limited liability company. WESTERN MIDSTREAM HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Sample 1

Examples of Contribution and Merger Agreement in a sentence

  • Turning to the circumstances of the present case, the Court observes that despite its explicit request, the Government submitted only some copies from the investigation file.

  • Provided that the Buyer will have no further claims on the escrow amount pursuant to the Contribution and Merger Agreement on or prior to June 12, 2015 (the “Scheduled Release Date”), the remaining escrow of $21.8 million will be released to the Seller on the Scheduled Release Date.

  • Pursuant to the Contribution and Merger Agreement, Merger Sub merged with and into Lake Region, with Lake Region surviving as a wholly owned subsidiary of the Company (“Lake Region Merger”).

  • Executive's employment shall commence on the date of closing of the Merger and the Capital Contribution as those terms are defined in that certain Capital Contribution and Merger Agreement, as amended, effective as of November 3, 1997, by and among Employer, Coventry Corporation, Coventry Health Care, Inc., (a Maryland corporation), Principal Health, Principal Holding Company and Principal Mutual Life Insurance Company, (the "Date of Employment").

  • The Lake Region Medical Acquisition was completed through a Contribution and Merger Agreement among Accellent Holdings, LRM Holdings (“Buyer”), Accellent Inc., Lake Region and the other parties thereto (the “Contribution and Merger Agreement”).

  • Contribution and Merger Agreement, dated June 27, 2012, by and among JWC Acquisition Corp., The Tile Shop, LLC, the members of The Tile Shop, LLC, Nabron International, Inc., Tile Shop Holdings, Inc., Tile Shop Merger Sub, Inc., and Sellers’ Representative (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to Registration Statement on Form S-4 filed by the Issuer on July 23, 2012) 3.

  • Pursuant to the Contribution and Merger Agreement, Merger Sub merged with and into Lake Region, with Lake Region surviving as a wholly owned subsidiary of Accellent Inc.

  • The Lake Region Medical Acquisition was completed through a Contribution and Merger Agreement among the Company, Accellent Holdings, LRM Holdings (“Buyer”), Lake Region and the other parties thereto (the “Contribution and Merger Agreement”).

  • Please include in your revisions a discussion of how the parties determined the amount of proceeds from JWCAC’s trust account that will be issued in conjunction with the proposed transaction and the adjustments thereto, as described in Section 2.2 of the Contribution and Merger Agreement on page A-7.

  • The employment of Employee by the Company and DCI shall be for the period beginning upon the closing under the Stock Contribution and Merger Agreement (the "Closing") and expiring on the earlier of (a) the third anniversary of the ------- Closing and (b) the date on which termination of employment is effective pursuant to Section 7 hereof (the "Termination Date").


More Definitions of Contribution and Merger Agreement

Contribution and Merger Agreement means the Contribution and Merger Agreement, dated as of April 29, 1999, among Suiza Foods Corporation (known as Xxxx Foods Company as of the Issue Date), Franklin Plastics, Inc., Plastic Containers Holding, Inc., the companies owned by Suiza identified therein, Vestar Packaging LLC, Xxxx Plastics Holdings, Inc., the companies owned by Xxxx identified therein, Holdings and the Company, as amended by Amendment No. 1 to the Contribution and Merger Agreement, dated June 28, 1999.
Sample 1

Related to Contribution and Merger Agreement

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

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

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • 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.

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

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

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

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

  • Transaction Agreement has the meaning set forth in the recitals.

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

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

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

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

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

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

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

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

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

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

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