Designated Merger means a transaction that results in the merger, ----------------- consolidation or amalgamation of Holdings with or into any Person that results in the conversion of the outstanding shares of capital stock of Holdings into shares of capital stock of such Person (or its Affiliate) and such Person (or its Affiliate) has an affiliation with Sprint Spectrum L.P (or its Affiliates) similar to the affiliation between IWO and Sprint Spectrum L.P and its Affiliates (other than with respect to the territory covered).

Designated Merger has the meaning specified in Section 5(a).

Designated Merger means the merger or consolidation on or before December 31, 1999 of (a) NDS, IPSCO and Lobexx Xxxporation (and no other entities) in a transaction in which NDS or IPSCO is the sole surviving entity, and (b) NDC with and into UTI (and no other entities) in a transaction in which UTI is the sole surviving entity; provided that in each case (i) there has not occurred and Event of Default that is continuing which has not been waived in writing by the Agent and no Default or Event of Default would occur or exist after giving effect thereto, and (ii) no Person receives any consideration which would not be permitted to be paid to such Person at such time as a Restricted Payment (and in such case such consideration shall constitute a Restricted Payment for all purposes of this Agreement).

Examples of Designated Merger in a sentence

Except as otherwise provided for herein, the term of this Agreement and the right to purchase Preferred Stock as granted herein (the “Warrant”) shall commence on the Effective Date and shall be exercisable for a period ending upon the later to occur of (i) seven (7) years from the Effective Date; (ii) three (3) years after the Initial Public Offering, or (iii) the closing of a Designated Merger.
Without limiting the foregoing, in connection with any Merger Event, other than a Designated Merger, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement.
Professional Services Agreement On September 17, 2000, the Company terminated the Professional Services Agreement with its General Counsel (see Note 16) and replaced it with a Consulting Agreement having a term of one year unless terminated earlier as a result of the culmination of an Approved Sale as defined in the agreement or a Designated Merger.

More Definitions of Designated Merger

Designated Merger means an acquisition of the Company in which the outstanding shares of the Company’s capital stock are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a merger effected primarily for the purpose of changing the domicile of the Company) (i) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company, and (ii) where the consideration that would be payable to the Warrantholder for each share of Preferred Stock issuable upon exercise of this Warrant consists solely of (x) cash, or (y) Liquid Public Stock valued at least three times the Exercise Price then in effect.

Designated Merger means the merger or consolidation on or before December 31, 1999 of (a) NDS, IPSCO and Lobxxx Xxrporation (and no other entities) in a transaction in which UTI - LOAN AND SECURITY AGREEMENT

Related to Designated Merger

Permitted Merger shall have the meaning set forth in Section 3.01.
First Merger has the meaning set forth in the Recitals.
Company Merger has the meaning specified in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Share Exchange has the meaning set forth in Section 2.1.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Base Merger Consideration means $1,200,000,000.
Bank Merger has the meaning set forth in Section 1.03.
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Certificate of Merger has the meaning set forth in Section 2.2.
Reorganization Transactions shall have the meaning set forth in the Recitals.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Bank Merger Agreement has the meaning set forth in Section 6.10.
Articles of Merger has the meaning set forth in Section 2.2.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

Designated Merger definition

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