Offer Conditions has the meaning set forth in Section 1.01(b).
Merger Closing means the “Closing” as defined in the Merger Agreement.
Closing Merger Consideration has the meaning set forth in Section 2.02
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Base Merger Consideration has the meaning set forth in Section 3.1(a).
First Merger shall have the meaning given in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Company Merger has the meaning set forth in the recitals hereto.
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.
Bank Merger has the meaning set forth in Section 1.03.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
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.
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.
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.