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 has the meaning set forth in Section 6.7.
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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.

  • 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.

  • See, then FTC Chairman, Deborah Platt Majoras, Looking Forward: Merger and Other Policy Initiatives at the FTC, Remarks at the ABA Antitrust Section Fall Forum (November 18, 2004) available at http://www.ftc.gov/speeches/majoras/041118abafallforum.pdf (“with antitrust regimes continuing to spread around the globe, the FTC will continue to devote significant resources to assisting new agencies as they strive to formulate and implement sound competition policy”).

  • 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.

  • 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.

  • 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.

  • Stocktaking must also be carried out when responsibility for the stocks is transferred from one officer to another and both officers should sign to confirm the actual stocks in hand and any discrepancies.

  • This Agreement is intended to constitute a "plan of reorganization" with respect to the Offer and the Forward Merger for United States Federal income tax purposes.

  • TIBCO shall use its reasonable best efforts to obtain an opinion of Venture Law Group, A Professional Corporation, or a "Big Five" accounting firm (based on the facts and customary representations and assumptions) that the Forward Merger will be treated as a "reorganization" within the meaning of Section 368(a) of the Code (the "Tax Opinion").


More Definitions of Forward Merger

Forward Merger shall have the meaning set forth in the recitals to this Agreement.
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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 Section 5(b)(iii) -------------- hereof.
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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" Section 9.06(a) "Indemnitor" Section 9.06(a) "Independent Firm" Section 2.04(a)(iv) "Intellectual Property Rights" Section 3.14 "IRS" Section 3.19(c)(i) "Key Employee" Section 3.19(a) "knowledge" Section 13.16 "Leased Real Property" Section 3.10(b) "Letter Agreement" Section 2.05(b) "Licenses" Section 3.15 "Liens" Section 3.05(b) "Losses" Section 9.02 "M&P" Section 3.06 "Material Adverse Effect" Section 13.17 "Merger" Section 1.01 "Merger Consideration Per Common Share" Section 2.01(b)(iii) "Merger Consideration" Section 2.01(a) "NHTSA" Section 3.23 "Non-Competition Agreements" Section 7.02(d) "Objection Notice" Section 2.04(a)(iii) "Open Purchase Orders" Section 3.09(b) "Optionholders" Heading Paragraph "Outside Date" Section 10.01(iv) "Owned Real Property" Section 3.10(a) "Parent" Heading Paragraph "Parent Common Stock" Whereas Clause 2 "Parent Preferred Stock" Whereas Clause 2 "PCBs" Section 3.27(e) "Permitted Liens" Section 3.05(b)
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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 set forth in the recitals hereto.

  • First Merger shall have the meaning given in the Recitals hereto.

  • 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 the recitals.

  • 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 set forth in Section 6.10.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • 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 the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • 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.