Jersey Merger definition

Jersey Merger means, if MKS elects to implement the Acquisition by way of a Jersey merger pursuant to make a Permitted Switch, the Jersey merger (within the meaning of Part 18B of the Jersey Companies Law) to be made by MKS merging Atotech into MKS (or a Subsidiary of MKS) and for the issue of the Share Consideration including, where the context admits, any subsequent revision, variation, extension or renewal of such offer as agreed by the parties in writing;
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Jersey Merger if the Acquirer elects to implement the Acquisition by way of a Jersey merger pursuant to make a Permitted Switch, the Jersey merger (within the meaning of Part 18B of the Jersey Act) to be made by the Acquirer merge the Company into the Acquirer (or its Subsidiary) and for the issue of the Share Consideration including, where the context admits, any subsequent revision, variation, extension or renewal of such offer as agreed by the parties in writing);
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Jersey Merger has the meaning specified in Section 2.01(a).
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Examples of Jersey Merger in a sentence

  • Other than the filing of the New Jersey Merger Certificate, no notices, reports or other filings are required to be made by Purchasers with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Purchasers from, any Government Entity in connection with the execution and delivery of this Agreement by Purchasers and the consummation of the transactions contemplated by the Transaction Documents.

  • The irrevocable undertakings will only cease to be binding if the Acquisition lapses or is withdrawn before the Scheme becomes Effective, save where the Scheme is withdrawn or lapses as a result of MKS exercising its right to implement the Acquisition by way of a Jersey Merger rather than by way of a Scheme.

  • If, in the future, MKS exercises the right to implement the Acquisition by way of a Jersey Merger and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.

  • Xxxck, P.C. Block & Balexxxx, X.C. 15850 Xxxxxx Xxxxxxx Xxxxx 0000 Xxxxxx, Xxxxx 00000 Xx to Merger Corp: Clarxxxx X XxXxxxxxx, Xx. Southern Jersey Merger Corp.

  • The Holdings Shares and Holdings Warrants to be issued in connection with the Delaware Merger and the Jersey Merger shall have been approved for listing on NYSE, subject only to official notice of issuance thereof.

  • Each of Holdings, Jersey Merger Sub and Delaware Merger Sub has all requisite entity power and authority to execute and deliver this Agreement and each ancillary agreement to this Agreement to which it is a party and (in the case of Jersey Merger Sub, subject to the Jersey Merger Pre-Conditions and subject to the approvals described in Section 6.04) to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

  • Each of the Company, Holdings, Delaware Merger Sub and Jersey Merger Sub acknowledges that it has read Acquiror’s final prospectus, dated September 6, 2018 and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror has established the Trust Account described therein for the benefit of Acquiror’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein.

  • None of Holdings, Jersey Merger Sub or Delaware Merger Sub is subject to any Action that relates to the business of, or any assets owned or used by, the Company or any of its Subsidiaries.

  • This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction, except that the Jersey Merger shall be governed by the Jersey Companies Law.

  • The execution, delivery and performance of this Agreement and such ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Company, and no other company proceeding on the part of the Company is necessary to authorize this Agreement or such ancillary agreements or (subject to the satisfaction of the Jersey Merger Pre-Conditions) the Company’s performance hereunder or thereunder.

Related to Jersey Merger

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

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

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

  • Bank Merger has the meaning set forth in the recitals.

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

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

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

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

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

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

  • EC Merger Regulation means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.

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

  • CGCL means the California General Corporation Law.

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

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

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

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

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

  • MBCA means the Michigan Business Corporation Act.

  • 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.

  • FBCA means the Florida Business Corporation Act.

  • Merger has the meaning set forth in the Recitals.

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

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

  • NYBCL means the New York Business Corporation Law.