Holdco Merger definition

Holdco Merger means the series of transactions which consist principally of (i) the merger of GTECH with and into Holdco and (ii) the payment to GTECH’s shareholders exercising withdrawal rights following such merger, each in accordance with the steps set out in the Structure Memorandum.

Holdco Merger has the meaning specified in the Recitals hereto.

Holdco Merger has the meaning set forth in the recitals to this Agreement.

Examples of Holdco Merger in a sentence

• In the event of termination of this Agreement, this Agreement shall forthwith become void and have no effect, and neither the Company, Holdco, Merger Sub nor their respective stockholders, directors or officers shall have any liability with respect to such termination or abandonment.

• Until surrendered or cancelled as contemplated by this Section 2.2, each Certificate or Book-Entry Share shall be deemed at any time after the Initial Holdco Merger Effective Time to represent only the right to receive upon such surrender or cancellation the Merger Consideration.

• The officers of the Initial Holdco Surviving Corporation immediately prior to the Final Holdco Merger Effective Time shall be the officers of the Final Surviving Company, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

• None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Initial Holdco Merger Effective Time.

• Each share of Holdco Common Stock held in the treasury of Holdco or held by any of its wholly owned subsidiaries immediately prior to the Initial Holdco Merger Effective Time shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

More Definitions of Holdco Merger

Holdco Merger has the meaning set forth in the Background Statements.

Holdco Merger as defined in the preamble thereto.

Holdco Merger has the meaning ascribed to it in Section 3.23.

Holdco Merger has the meaning set forth in Section 2.8(a).

Holdco Merger has the meaning specified in the definition of "Mergers".

Holdco Merger means the series of transactions which consist principally of (i) the merger of the Original Borrower with and into Holdco and (ii) the payment to the Original Borrower’s shareholders exercising withdrawal rights following such merger, each in accordance with the steps set out in the Structure Memorandum.

Holdco Merger shall have the meaning set forth in Section 11N(ii).