Legal Merger definition

Legal Merger shall have the meaning set forth in Section 2.04(a)(ii).
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Legal Merger has the meaning given to that term in the Offer Memorandum.
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Legal Merger. The legal merger comprises a triangular legal merger under Dutch law. INXN will merge with and into Intrepid II, a wholly owned subsidiary of Intrepid Midco and an indirect wholly owned subsidiary of Intrepid I, which is a wholly owned subsidiary of Buyer. Intrepid II will be the surviving entity of the legal merger. Intrepid I, as the indirect sole shareholder of Intrepid II, will allot (i.e., issue by operation of Dutch law in a merger transaction) shares to INXN shareholders at the time the legal merger is effectuated, as further described in the purchase agreement. As part of the legal merger, INXN shareholders that do not validly tender in the offer will be allotted shares in Intrepid I in respect of their INXN shares. As part of the legal merger, Buyer will be allotted shares in Intrepid I in respect of any INXN shares it accepted for exchange in the offer. Following the legal merger, Intrepid I will transfer the issued and outstanding share in the share capital of Intrepid Midco to Buyer or its designated nominee in exchange for an exchangeable note or the buyer note, which transaction we refer to as the post-merger share sale. As a result, Intrepid II (holding all of the INXN business) will become an indirect wholly owned subsidiary of Buyer or its designated nominee. The allotment of Intrepid I shares will occur only in the legal merger as part of the post-offer reorganization and not in the offer itself.
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Examples of Legal Merger in a sentence

  • The execution of the Legal Demerger, Legal Separation (including in relation to the EC Remedy) and Legal Merger have created risks for the Issuer's business and stability.Following completion of a legal demerger, creditors only have recourse to the entity to which the relevant assets and liabilities have been transferred for payments in respect of issued financial instruments.

  • On April 1st, 2019, the Company approved in the Extraordinary Shareholders Meeting of Suzano the legal merger of Fibria, a wholly-owned subsidiary of Suzano, with the transfer of all its equity to Suzano and its consequent winding up ("Legal Merger"), provided that the share capital of the Company not changed due to the Legal Merger.

  • Because of the Legal Merger, the Suzano succeeded Fibria in all its rights and obligations.

  • The execution of the Legal Demerger, Legal Separation (including in relation to the EC Remedy) and Legal Merger have created risks for the Issuer's business and stability.

  • The execution of the Legal Demerger, Legal Separation (including in relation to the EC Remedy) and Legal Merger have created risks for the Issuer's business and stability which may materially adversely affect the Issuer's results of operations, prospects and financial position.

  • The Exchange Agent shall, pursuant to irrevocable instructions of Buyer and the Company (or, if the Legal Merger is effectuated, the Allotting Entity), deliver such shares of Parent Common Stock contemplated to be issued pursuant to Section 2.13(f).

  • After a Legal Merger is effected, the Offeror may still initiate a Squeeze-Out procedure, in order to obtain any shares in the surviving entity not held by the Offeror.

  • PRESENTATION OF FINANCIAL INFORMATION On 29 June 2019, ABN AMRO Bank N.V. merged with its parent company, ABN AMRO Group N.V. (the "Group Legal Merger").

  • Regardless whether or not the Offeror, after completion of the Offer, holds 95% of the Shares, the Offeror may consider effecting a Legal Merger between Draka and a Dutch affiliate of the Offeror, with Draka being the disappearing entity or surviving entity and the Dutch affiliate of the Offeror being the surviving entity or disappearing entity respectively.

  • Distributions made in respect of the Shares after the Settlement Date will be deducted from the price per Shares for purposes of establishing such price in any Legal Merger or other measure contemplated by Section 6.13.2 (Legal Structure and Corporate Structure following the Offer).


More Definitions of Legal Merger

Legal Merger means the legal merger between ABN AMRO standalone and FBN into a combined entity operating under the name of “ABN AMRO Bank N.V.”
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Related to Legal Merger

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

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

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

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

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

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

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

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

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

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

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

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

  • Merger has the meaning set forth in the Recitals.

  • 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;

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • 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.

  • 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.

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

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

  • MergerSub has the meaning set forth in the preamble hereto.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Mergers has the meaning set forth in the Recitals.

  • Merger Sub 2 has the meaning set forth in the Preamble.

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

  • FBCA means the Florida Business Corporation Act.