Initial Merger Agreement definition

Initial Merger Agreement means that certain Agreement and Plan of Merger, dated as of May 30, 2016, by and among the Borrower, PBMS, LLC, RRMS and Rose Rock Midstream GP, L.L.C.
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Initial Merger Agreement means the Amended and Restated Agreement and Plan of Merger dated December 8, 2006 by and among Holdco, MergerCorp and the Borrower.
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Initial Merger Agreement the Agreement and Plan of Merger, dated as of July 28, 2005, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 25, 2005, by and among Holdings, the Surviving US Borrower and Sunshine Merger Corporation.
Sample 1

Examples of Initial Merger Agreement in a sentence

  • Under the terms of the Initial Merger Agreement, stockholders of 21CF would receive 0.2745 shares of Disney common stock for each share of 21CF common stock they own, subject to adjustment for certain tax liabilities (the “Initial Merger Consideration”).

  • On March 4, 1999, Mann Armistead rendered to the Special Committee an oral opinion, which was to be subsequently confirmed by a written opinion that the $30.00 per share consideration described in the Initial Merger Agreement was fair, from a financial point of view, to the Public Shareholders of WinsLoew.

  • Such proposal was accompanied by copies of the Trivest equity commitment letter, the BankBoston senior secured financing commitment letter and the Bear Stearns highly confident letter with respect to the senior subordinated notes, as well as a proposed amendment to the Initial Merger Agreement.

  • The Parent, New Parent, Merger Sub I, Merger Sub II and the Company are parties to an Agreement and Plan of Contribution and Merger dated as of October 18, 1998 (the "Initial Merger Agreement") and wish to amend and restate the Initial Merger Agreement in its entirety by executing this Agreement to permit holders of Company Shares (as defined below) to make the Stock Election (as defined below).

  • Each representation or warranty of the Borrower set forth in the Initial Merger Agreement, and, to the best knowledge of the Borrower, each representation or warranty of each other party to the Initial Merger Agreement, is true and correct in all material respects.

  • Orion represents and warrants to each of Actava, Sterling and MITI that from and after April 12, 1995 until the date hereof, Orion has performed and complied with in all material respects its obligations, agreements and covenants under the Initial Merger Agreement which were required to be performed or complied with by it at or prior to the date hereof.

  • The Initial Merger Agreement contemplated a payment of $18.25 per share for the approximately 71 million outstanding HLSS shares,132 totaling roughly $1.3 billion in cash, plus the “assum[ption] [of] all the .

  • No such policy provides for or is subject to any currently enforceable retroactive rate or premium adjustment or loss sharing arrangement arising wholly or partially out of events arising prior to the date of the Initial Merger Agreement.

  • APRIL 7 OPINION On March 30, the Special Committee received the March 30 Trivest Proposal and a proposed amendment to the Initial Merger Agreement from the Purchaser.

  • Actava represents and warrants to each of Orion, Sterling and MITI that from and after April 12, 1995 until the date hereof, Actava has performed and complied with in all material respects its obligations, agreements and covenants under the Agreement and Plan of Merger dated as of April 12, 1995 among Actava, Orion, Sterling and MITI (the "Initial Merger Agreement") which were required to be performed or complied with by it at or prior to the date hereof.


More Definitions of Initial Merger Agreement

Initial Merger Agreement has the meaning set forth in the second paragraph of the Recitals above.
Sample 1

Related to Initial 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.

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

  • 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.

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

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

  • 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.

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

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

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

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • 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.

  • 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.

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

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

  • 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.

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

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

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

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

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

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

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.