Merger and Contribution Agreement definition

Merger and Contribution Agreement shall have the meaning set forth in the definition of “Cargill Transactions.”
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Merger and Contribution Agreement means that certain Merger and Contribution Agreement, dated as of the Closing Date, between AmeriGas, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder.
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Merger and Contribution Agreement means that certain Merger and Contribution Agreement, dated as of May 6, 2015, among the Organizational Limited Partner, the Partnership and the other parties thereto, together with the additional conveyance documents and instruments contemplated or referenced thereunder.
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Examples of Merger and Contribution Agreement in a sentence

  • Time Warner, Sony and CDnow mutually consent to terminate the Merger and Contribution Agreement pursuant to Section 10.01(a) of the Merger and Contribution Agreement, which termination constitutes automatic termination of (i) the Master Canadian Transaction Agreement pursuant to Section 4.4 thereof and (ii) the CDnow Shareholder Agreement pursuant to Section 4 thereof.

  • If the Merger and Contribution Agreement is terminated for any reason, beginning at the time of such termination the undersigned Securityholder shall have such Registration Rights as such Securityholder would have had at such time if such Registration Rights had not been suspended pursuant to the preceding sentence.

  • The Merger and Contribution Agreement also provides for the issuance of shares of Vaxcel Common Stock to the existing shareholders of Zynaxis in exchange for the contribution to Vaxcel by the existing shareholders of Zynaxis of all of the outstanding shares of capital stock of Zynaxis by means of a merger of Vaxcel Merger Sub with and into Zynaxis.

  • Nothing contained herein shall be deemed to limit or otherwise affect any obligations of the Company or Cargill under the Merger and Contribution Agreement.

  • The respective obligations of the Parties to complete the Canadian Transaction and any other transaction contemplated under the Canadian Transaction Agreements shall be subject to the satisfaction (or waiver by the applicable beneficiary of the applicable condition) of each of the conditions precedent set forth in Article IX of the Merger and Contribution Agreement.

  • This Agreement shall terminate automatically upon the termination of the Merger and Contribution Agreement in accordance with the terms thereof.

  • This Agreement shall terminate and shall have no further force or effect at the earlier to occur of (a) the termination of the Merger and Contribution Agreement in accordance with its terms and (b) (i) with respect to Sponsor, the expiration of the all of the restrictions on Transfer set forth in Section 3(b), and (ii) with respect to Cantor, the Closing; provided, however, that the provisions of this Section 8 and Sections 9, 10, 11 and 12 shall survive any termination of this Agreement.

  • Capitalized terms used in this Agreement but not defined herein shall have the meanings given such terms in the Merger and Contribution Agreement.

  • In the event that the Merger and Contribution Agreement is terminated without consummation of the Transactions, this Agreement shall automatically terminate without any action on the part of either party to this Agreement.

  • Section 10.01 of the Merger and Contribution Agreement provides that, as a condition to IMC’s obligations to effect the Transactions, Cargill shall have executed and delivered to the Company this Agreement and this Agreement shall remain in full force and effect.


More Definitions of Merger and Contribution Agreement

Merger and Contribution Agreement has the meaning set forth in the Recitals.
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Merger and Contribution Agreement shall have the meaning set forth in the recitals hereto.
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Merger and Contribution Agreement means that certain Agreement and Plan of Merger and Contribution entered into by and among CytRx Corporation, a Delaware corporation, the Company, Vaxcel Merger Subsidiary, Inc., a Georgia corporation, and Zynaxis, Inc., a Pennsylvania corporation.
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Merger and Contribution Agreement means the agreement dated as --------------------------------- of February 6, 1998 (as amended by the side letter dated as of March 30, 1998) among New PRIMESTAR and each of the Partners. "Xxxxxxx Xxxxx" see the introduction to the Agreement. -------------
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Merger and Contribution Agreement has the meaning given to such term in the recitals of this Agreement.
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Merger and Contribution Agreement means the Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, among the Company, Newco, GNS Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Newco, Cargill and Cargill Fertilizer, Inc., a Delaware corporation and a wholly owned subsidiary of Cargill.
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Related to Merger and Contribution Agreement

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the date hereof, relating to the sale and contribution by Credit Acceptance to the Seller of the Conveyed Property, as defined therein.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Distribution Agreement has the meaning set forth in the recitals to this Agreement.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

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

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

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

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

  • Election Agreement means an agreement in the form that the Company may designate from time to time that is consistent with the terms of the Plan.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • Combination Agreement has the meaning in the recitals hereto.

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

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.