Delaware Merger Agreement means the agreement and plan of merger between AbbVie, AbbVie Private Limited and AbbVie Ventures LLC dated 18 July 2014;

Delaware Merger Agreement means the agreement and plan of merger between AbbVie, AbbVie Private Limited and AbbVie Ventures LLC dated 18 July 2014; “Irrevocable Undertakings” means the irrevocable undertakings dated 17 or 18 July 2014 given by each of the Shire Directors who hold shares in Shire; “Panel” means the Panel on Takeovers and Mergers; “Panel Confirmation Condition” has the meaning given in Clause 1.1(C); “Proposed Merger” means the proposed combination of the AbbVie Group and the Shire Group, which was to proceed by way of a scheme of arrangement under Article 25 of the Companies (Jersey) Law 1991 and a merger pursuant to the Delaware General Corporation Law and the Delaware Limited Liability Act, as more particularly described in the joint press announcement issued by the Parties on 18 July 2014; “Shire Account” means the bank account corresponding to the following details: Bank: Citibank N.A. London Bank Address: Citigroup Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX 9 Account Name: Shire plc Account Number: 00000000 Swift Code: XXXXXX0X IBAN: XX00XXXX00000000000000 Correspondent Bank: Citibank N.A., New York Correspondent Swift: XXXXXX00 – with separate cover message (MT202COV); “Shire Directors” means the directors of Shire from time to time, and “Shire Director” shall be construed accordingly; “Shire Group” means Shire and its subsidiary undertakings and associated undertakings from time to time, and “member of the Shire Group” shall be construed accordingly; “Shire Letter” means a letter, in the form set out in Schedule 2, addressed to the Panel and signed on behalf of Shire; “Shire Letter Condition” has the meaning given in Clause 1.1(B); “Shire Non-disclosure Agreement” means the non-disclosure agreement dated 10 July 2014 between AbbVie and Shire in connection with the Proposed Merger; and “Shire’s Solicitors” means Xxxxxxxxx and May of Xxx Xxxxxxx Xxx, Xxxxxx XX0X 0XX. Unless otherwise specified, the following shall apply to this Agreement:

Examples of Delaware Merger Agreement in a sentence

The Parties acknowledge and agree that this Agreement shall constitute a termination of the Co-operation Agreement for the purposes of Section 7.4 of the Delaware Merger Agreement, and the Delaware Merger Agreement may be terminated without the prior written consent of Shire.
The Board of Directors recommends a vote “FOR” the approval and adoption of the Agreement and “FOR” the approval and adoption of the Delaware Merger Agreement.
In connection with the AbbVie Shareholders Meeting, the board of Directors of AbbVie shall (A) subject to clause 2.3, (1) recommend the adoption of the Delaware Merger Agreement by the holders of AbbVie Shares (the "AbbVie Recommendation") and (2) use its reasonable best efforts to obtain the AbbVie Shareholder Approval and (B) otherwise comply with all legal requirements applicable to such meeting.

Related to Delaware Merger Agreement

Merger Agreement has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Plan of Merger has the meaning set forth in Section 2.2.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Second Merger has the meaning set forth in the Recitals.
Delaware LLC Act means the Delaware Limited Liability Company Act.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Company Merger has the meaning specified in the Recitals hereto.
First Merger has the meaning set forth in the Recitals.
MergerSub has the meaning set forth in the preamble hereto.
Delaware LLC means any limited liability company organized or formed under the laws of the State of Delaware.
Share Exchange Agreement has the meaning specified in the Recitals.
Delaware Bank has the meaning specified in the preamble to this Trust Agreement.
Certificate of Merger has the meaning set forth in Section 2.2.
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 Sub 2 has the meaning set forth in the Preamble.
Merger Sub Board means the board of directors of Merger Sub.
Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act.
Reorganization Agreement has the meaning set forth in the recitals.
Merger Sub 1 has the meaning set forth in the Preamble.
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.
Company Acquisition Agreement has the meaning set forth in Section 5.04(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.
Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.
Articles of Merger has the meaning set forth in Section 2.2.

Delaware Merger Agreement definition

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