GET Merger Agreement definition

GET Merger Agreement means the agreement and plan of merger dated as of May 20, 2018 (as amended by that certain Amendment to Agreement and Plan of Merger dated as of January 25, 2019), among the GET Seller, GET SpinCo, the Company and GET Merger Sub, together with the exhibits and schedules thereto and the ancillary agreements referred to therein.
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GET Merger Agreement means the agreement and plan of merger among GE, Transportation System Holdings Inc., the Company and Wabtec US Rail Holdings, Inc., dated as of May 20, 2018.
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GET Merger Agreement means the agreement and plan of merger dated as of May 20, 2018, among the GET Seller, GET SpinCo, the Company and GET Merger Sub, together with the exhibits and schedules thereto and the ancillary agreements referred to therein. “GET Merger Agreement Representations” means such representations and warranties made in the GET Merger Agreement by the GET Seller as are material to the interests of the Lenders, but only to the extent that the Company or any of its Affiliates (a) has the right to not consummate the GET Direct Sale or the GET Merger or to terminate its obligations or (b) otherwise does not have an obligation to close, in each case, under the GET Separation Agreement or the GET Merger Agreement, as applicable, as a result of a failure of such representations and warranties in the GET Merger Agreement to be true and correct. “GET Merger Sub” means Wabtec US Rail Holdings, Inc., a Delaware corporation that is a newly formed wholly owned Subsidiary of the Company. “GET Seller” means General Electric Company, a New York corporation. “GET Separation Agreement” means the separation, distribution and sale agreement dated as of May 20, 2018, among the GET Seller, GET SpinCo, the Company and the GET Direct Sale Purchaser, together with the exhibits, schedules and annexes thereto and the ancillary agreements referred to therein. “GET SpinCo” means Transportation Systems Holdings Inc., a Delaware corporation. “GET SpinCo Transfer” means the “SpinCo Transfer” as defined in the GET Separation Agreement. “Governmental Authority” means (a) any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions and (b) any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank. “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or [[3851767]]
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Related to GET Merger Agreement

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

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

  • Share Exchange Agreement has the meaning specified in the Recitals.

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

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

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

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

  • Transaction Agreement has the meaning set forth in the recitals.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • 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.

  • 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.

  • Parent Agreement has the meaning given to it in Clause 12;

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

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

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

  • Acquisition Agreement as defined in the recitals hereto.

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

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

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • MergerSub has the meaning set forth in the Preamble.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

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