Forward Merger definition

Forward Merger has the meaning assigned to such term in Section 1.1.
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Forward Merger shall have the meaning set forth in the second recital provision of this Agreement.
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Forward Merger. Section 1.01(a) "Forward Merger Surviving Corporation" Section 1.01(a) "GAAP" Section 2.04(a) "General Representations" Section 9.01 "Governmental Entity" Section 3.05(a) "Hazardous Materials" Section 3.27(f)(iv) "Holders" Heading Paragraph "Holder Releases" Section 7.02(f) "Holder Representative" Heading Paragraph "Holder Representatives" Heading Paragraph "HSR Act" Section 3.05(a) "IBCL" Section 1.01 "Indemnitee"
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Examples of Forward Merger in a sentence

  • Parent shall elect (x) whether the Merger shall be effected as a Forward Merger or a Reverse Merger and (y) in the event of a Forward Merger, the U.S. federal income tax classification of Merger Sub as a disregarded entity, a QRS or a TRS (the “Structure Election”).

  • In the event of a Forward Merger, from and after the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Company.

  • At the effective time of the Forward Merger, Parent shall cause the Company to merge with and into Merger Sub B in accordance with the DLLCA, whereupon the separate existence of the Company shall cease, and Merger Sub B will be the Surviving Company.

  • In the case of the Forward Merger, Acquisition Sub will be News Publishing Australia Limited, a Delaware corporation, of which Buyer directly owns and will continue to own at least 80% of the total combined voting power of all classes of stock entitled to vote and 80% of the total number of shares of each other class of stock of such corporation.

  • Acquisition Sub (in the case of a Forward Merger) or Company (in the case of a Reverse Merger), as the surviving corporation after the Merger, is hereinafter sometimes referred to as “Surviving Corporation”.

  • Following the Effective Time, if the Forward Merger is effected, then the separate existence of the Company shall cease and Sub shall continue as the surviving corporation or, if the Reverse Merger is effected, then the separate existence of Sub shall cease and the Company shall continue as the surviving corporation.

  • While it is important to highlight the challenges faced by key populations, it is equally important to show how these same groups make important contributions to the social-cultural and economic make-up of the country.

  • In the Forward Merger, no shares of Acquisition Sub stock will be issued directly or indirectly and each share of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time.

  • The Forward Merger shall become effective at the time the Certificate of Forward Merger is filed with the Secretary of State of the State of Delaware.

  • From and after the Effective Time, the separate corporate existence of the Company shall cease and Acquisition Sub, as the surviving corporation in the Forward Merger, shall continue its existence under the laws of the State of Delaware as a wholly owned subsidiary of Parent.


More Definitions of Forward Merger

Forward Merger shall have the meaning set forth in Section 5(b)(iii) -------------- hereof.
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Forward Merger has the meaning set forth in Section 6.7.
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Forward Merger has the meaning set forth in the Recitals.
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Forward Merger is defined in clause (b) of the third recital.
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Forward Merger shall have the meaning set forth in the recitals to this Agreement.
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Related to Forward Merger

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

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

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

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

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

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

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

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

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

  • 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;

  • Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Business Combination Transaction means:

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

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

  • Mergers has the meaning set forth in the Recitals.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

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

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Merger has the meaning set forth in the Recitals.

  • Effective Time has the meaning set forth in Section 2.2.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Reorganization Plan means a plan of reorganization in any of the Cases.