Jersey Merger definition

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 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 has the meaning specified in Section 2.01(a).
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Examples of Jersey Merger in a sentence

  • The irrevocable undertakings will only cease to be binding if the Acquisition lapses or is withdrawn before the Scheme becomes Effective, save where the Scheme is withdrawn or lapses as a result of MKS exercising its right to implement the Acquisition by way of a Jersey Merger rather than by way of a Scheme.

  • The obligation of the parties to complete the Scheme (or, if the Acquirer elects to implement the Acquisition by way of a Jersey Merger pursuant to a Permitted Switch) is subject to satisfaction or, where permitted or required under this Agreement, waiver of the Conditions by the Acquirer or the Company, as applicable.

  • 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.

  • Neither Jersey Merger Sub nor Delaware Merger Sub owns or has a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.

  • Except for this Agreement and the Transactions, Jersey Merger Sub is not a party to any stockholders agreement, voting agreement or registration rights agreement relating to the common stock or any other equity interests of Jersey Merger Sub.

  • Holdings, the Company and Jersey Merger Sub shall cause the Jersey Merger to be consummated by filing the necessary documentation in accordance with Jersey Companies Law.

  • Accordingly, each of the Company, Holdings, Delaware Merger Sub and Jersey Merger Sub (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Acquiror to collect from the Trust Account any monies that may be owed to them by Acquiror or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever.

  • A flood event that caused a solvent storage tank to overflow may have also contributed to the contamination.

  • To such counsel’s knowledge, no person has sought to obtain regulatory or judicial review of the final action of the Department of Banking approving the New Jersey Merger Application.

  • 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.

Related to Jersey Merger

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

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

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

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

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

  • 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 “Closing,” as that term is 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 has the meaning set forth in the Preamble.

  • NYBCL means the New York Business Corporation Law.