First Company Merger definition

First Company Merger has the meaning set forth in the recitals to this Agreement.
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First Company Merger has the meaning set forth in the Recitals.
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First Company Merger means the merger of Merger Sub Inc. with and into Redbox pursuant to the Merger Agreement, with Redbox surviving the merger as the Surviving Corporation;
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Examples of First Company Merger in a sentence

  • Following the First Company Merger, the separate corporate existence of Merger Sub Inc.

  • Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable Parties shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL in connection with effecting the First Company Merger.

  • The First Company Merger shall become effective at such time on the Closing Date as the Parties shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”).

  • At the Effective Time, all Excluded Shares shall, as a result of the First Company Merger and without any action on the part of the parties hereto or any holder of such Excluded Shares, be cancelled and shall cease to exist, and no consideration shall be paid or delivered in exchange therefor.

  • Since the date of its incorporation and prior to the Effective Time, Parent Sub has not engaged in any activities other than the execution of this Agreement, the performance of its obligations hereunder, and matters ancillary thereto, and prior to the Effective Time will have no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the First Company Merger.

  • All shares of Parent Common Stock to be issued pursuant to the First Company Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of Parent Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Common Stock issuable pursuant to this Agreement.

  • The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”).

  • Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued in the First Company Merger to be approved for listing on the Nasdaq prior to the Closing Date, subject to official notice of issuance.

  • Manifest• Situation is defined as win/loss• Suspicious and hostility increase• Perceptions are distorted• Cognitive functioning is impaired5.

  • Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent.

Related to First Company Merger

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

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

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

  • MergerSub has the meaning set forth in the preamble hereto.

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

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Share Exchange has the meaning set forth in Section 2.1.

  • Bancorp means Eagle Bancorp, Inc., a Maryland corporation.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Plan of Merger has the meaning set forth in Section 2.2.

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

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

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

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

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

  • 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;

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

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

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

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Merger has the meaning set forth in the Recitals.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.