Intermediate Merger definition

Intermediate Merger means the merger by Intermediate with and into J. Crew Delaware, with J. Crew Delaware as the surviving corporation, pursuant to the Intermediate Merger Documents.
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Intermediate Merger is defined in the recitals to this Agreement.
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Intermediate Merger means a merger or proposed merger with a value between the lower and higher thresholds established in terms of regulations pursuant to section 11(1)(a) of the Act;
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Examples of Intermediate Merger in a sentence

  • Any Company Termination Payment payable by the Company or any of its Affiliates to Parent, Intermediate, Merger Sub or any of their designees pursuant to the Merger Agreement or otherwise shall be paid directly to the Equity Investors or their designees.

  • Each of the Investors further agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Intermediate, Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger.

  • Crew Delaware, as the surviving corporation pursuant to the Mergers, shall continue to be directly and primarily liable in all respects for the Obligations of each of Parent and Intermediate arising prior to the Parent Merger Effective Time as to Parent and prior to the Intermediate Merger Effective Time as to Intermediate.

  • Each of the Envision Merger and the Intermediate Merger shall have been consummated.

  • Without limiting the generality of the foregoing, and subject thereto, at the Intermediate Effective Time, all of the property, rights, privileges and powers of the Company and Intermediate Merger Sub shall vest in the Intermediate Company, and all debts, liabilities and duties of the Company and Intermediate Merger Sub shall become the debts, liabilities and duties of the Intermediate Company, all as provided under the LLCA.

  • Except as provided in section 251(d) of the DGCL, this Agreement may be amended, modified or supplemented at any time prior to the Effective Time by mutual agreement of Buyer, Intermediate, Merger Sub and the Company.

  • Notwithstanding the foregoing, neither Parent nor Intermediate Merger Subsidiary shall be liable to any holder of shares of Company Stock for any amounts paid to a Public Official pursuant to applicable abandoned property, escheat or similar Laws.

  • Capitalized terms used but not otherwise defined have the meaning given to them in the Agreement and Plan of Merger dated December 26, 2013 by and between Parent, the Company, Intermediate Merger Sub, and Merger Sub.

  • Buyer, Intermediate, Merger Sub, the Company and their respective Affiliates acknowledge and agree that Xxxxxx Xxxx has acted as counsel for some of the stockholders of the Company, the Company and their respective Affiliates for several years and that, in the event of any post-Closing disputes between the parties hereto, such stockholders of the Company reasonably anticipate that Xxxxxx Xxxx will represent them in such matters.

  • Such approval shall be granted or denied by the Agency within thirty (30) days of receipt by the Agency of Developers' request for approval of a Transfer.


More Definitions of Intermediate Merger

Intermediate Merger has the meaning specified in the Recitals.
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Related to Intermediate Merger

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Intermediate Holdco means Sunnova Intermediate Holdings, LLC, a Delaware limited liability company.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.

  • 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;

  • Permitted Merger shall have the meaning set forth in Section 3.01.

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

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

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

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

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

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

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

  • Business Combination Transaction means:

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

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

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

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

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

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

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

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

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