Merger and Distribution Agreement definition

Merger and Distribution Agreement has the meaning set forth in the Recitals.
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Merger and Distribution Agreement means that certain Merger and Distribution Agreement, dated as of January 18, 2011, by and among the Corporation, The Mosaic Company, GNS Merger Sub LLC, the MAC Trusts and Cargill, as such agreement may be amended from time to time.
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Merger and Distribution Agreement means that certain Merger and Distribution Agreement, dated as of January 18, 2011 (as the same may be subsequently amended or modified), by and among the Company, Old Mosaic, Xxxxxxx and GNS Merger Sub LLC.
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Examples of Merger and Distribution Agreement in a sentence

  • If the Merger and Distribution Agreement is terminated at any time prior to the Merger Effective Time, this Agreement shall terminate automatically.

  • This Agreement shall automatically terminate and be of no further force and effect upon the termination of the Merger and Distribution Agreement in accordance with its terms.

  • The M Holdings Charter Amendment and the Merger shall have been completed in accordance with the terms set forth in the Merger and Distribution Agreement.

  • Neither Old Mosaic nor M Holdings is aware of any fact or circumstance that has caused or would cause the representations and warranties made by Old Mosaic or M Holdings in the Merger and Distribution Agreement to be, or to be reasonably likely to become, untrue in any material respect as of the date or dates specified therefor in the Merger and Distribution Agreement.

  • As of the date of the Merger and Distribution Agreement, each of the representations and warranties therein made by each of Old Mosaic and M Holdings was true and correct.

  • Except as set forth in this Section 7.12(b), the MAC Trusts shall not be entitled to specific performance, injunctive or other equitable relief to prevent breaches of this Agreement or the Merger and Distribution Agreement by Cargill or to enforce specifically the terms and provisions of this Agreement or the Merger and Distribution Agreement.

  • Cargill further agrees that it shall use its reasonable best efforts to cooperate with Mosaic and M Holdings to cause the Merger, the Initial Debt Exchange (as defined in the Merger and Distribution Agreement) and the First Formation Offering to be consummated as promptly as practicable after the date hereof in accordance with the terms hereof and the other applicable Transaction Documents.

  • The Borrower is a party to, subject to the terms and conditions of, and obligated to perform the obligations under, certain agreements arising from the Split-off Transaction contemplated by the Merger and Distribution Agreement (as the terms Split-off Transaction and Merger and Distribution Agreement are defined in the Credit Agreement dated as of April 26, 2011, between Borrower, Xxxxx Fargo, as administrative agent, and the financial institutions party thereto).

Related to Merger and Distribution Agreement

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

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

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

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • 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.

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

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

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

  • 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.

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

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Acquisition Agreements has the meaning specified in the Recitals.

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

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

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

  • Share Exchange Agreement has the meaning specified in the Recitals.

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

  • In-Kind Distribution Date means , .

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

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Deferred Issuance and Distribution has the meaning assigned to such term in the Partnership Agreement.

  • Combination Agreement has the meaning in the recitals hereto.

  • 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.

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

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

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