Merger and Exchange Agreement definition

Merger and Exchange Agreement means the Plan of Merger and Exchange Agreement, dated as of August 1, 1997, by and among MGI, the Company, Merger Sub, the CERA Stockholders and GS LP.
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Merger and Exchange Agreement means the Plan of Merger and Exchange Agreement, dated as of August 1, 1997, among the Company, the Parent LLC, GDG Merger Corporation, a wholly owned Subsidiary of the Parent LLC, the stockholders of CERA named therein and The Goldman Sachs Group, L.P.
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Examples of Merger and Exchange Agreement in a sentence

  • Capitalized terms used herein and not otherwise defined herein have the meaning given to them in the Merger and Exchange Agreement.

  • Except as set forth in this Amendment, the terms, conditions and agreements set forth in the Merger and Exchange Agreement are hereby ratified and confirmed and shall continue in full force and effect.

  • In or about December 2000, Commtouch, by way of an Amended and Restated Merger and Exchange Agreement, dated as of November 24, 2000 ("Merger Agreement") and in furtherance of its business as an outsourced hosted email service provider, acquired and became the sole owner (directly or indirectly) of the ownership interests in WingraInc and WingraLLC.

  • The Company may enter into and perform the Plan of Merger and Exchange Agreement (the "Agreement"), to be entered into among the Company, MCM Group, Inc., GDG Merger Corporation, certain stockholders named therein, and The Goldxxx Xxxhs Group, L.P., and file a registration statement on Form S-4 with the Securities and Exchange Commission in respect of the issuance of LLC Units, as contemplated by the Agreement, without any further act, vote or approval of any Member.

  • The provisions of this Amendment will become effective when signed by the Company, Merger Sub, NBMI and Founder Stockholders that, pursuant to the Merger and Exchange Agreement, will receive more than 50% of the Founder Shares.

  • Clothiers proposes to enter into the Merger and Exchange Agreement, of even date herewith, with JAB Holdings, Inc.

  • Mergers and Acquisitions (continued) In order to accomplish the tax-free and pooling of interest treatment of the transaction contemplated by the Merger and Exchange Agreement, Advanced Technology Materials, Inc.

  • During the year ended December 31, 2021, the Company paid $2,274,167 which was recorded as a note receivable, see “Note 5 - Notes Receivable” for further information.In November 2021, the Company terminated the Element 7 Merger Agreement and the Element 7 License Agreement and filed suit against Element 7 for, among other things, fraud and breach of contract and demanded performance under the Merger and Exchange Agreement and Consulting Agreement executed on February 23, 2021.

  • The mission of the Board has been accomplished in an exemplary manner.

Related to Merger and Exchange Agreement

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

  • Voting and Exchange Trust Agreement means the voting and exchange trust agreement to be made among Parent, CallCo, the Company and the Share Trustee in connection with the Plan of Arrangement substantially in the form of Exhibit D to the Transaction Agreement, as may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

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

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

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

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

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Like-Kind Exchange means a section 1031 exchange that is subject to 26 U.S.C. sec. 1031.

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

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

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

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

  • 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.

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

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

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • 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.

  • 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.

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

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • Public-private partnership agreement means an agreement

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

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

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