Merger by Absorption definition

Merger by Absorption means a merger between Xxxx GAC and the Target whereby Xxxx GAC absorbs the Target and the shareholders of the Target (other than Xxxx GAC) received as consideration shares in Xxxx GAC.
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Merger by Absorption means an operation in which, on being dissolved and without going into liquidation, a company transfers all of its assets and liabilities to a company that is the holder of all the shares or other securities representing the capital of the first-mentioned company;
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Merger by Absorption means an operation whereby a company acquires the assets and the liabilities of its wholly-owned subsidiary, subsequent to which the subsidiary ceases to exist, as defined by Section 463(2) of the Act;
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Examples of Merger by Absorption in a sentence

  • The Scheme of Merger by Absorption will provide benefits of synergy, economies of scale,growth and expansion.

  • In addition, the final number of H Shares to be issued under the H Share Placement shall also be determined with reference to the actual number of the Consideration Shares to be issued under the Merger by Absorption, so as to maintain the minimum public float in compliance with the requirements of the Listing Rules upon completion of the issuance of the Consideration Shares.

  • The H Share Placement will be conducted under the Specific Mandate, the completion of which shall be one of the conditions precedent to the completion of the Merger by Absorption so as to maintain the minimum public float in compliance with the requirements of the Listing Rules.

  • None of the Placees will become a substantial shareholder of the Bank upon (i) the completion of the H Share Placement or (ii) the completion of the H Share Placement and the issuance of the Consideration Shares pursuant to the Merger by Absorption.

  • Adjustment of the issue price perConsideration Share:The issue price per Consideration Share may be adjusted following any ex-right and/or ex-dividend event of the Bank and the Target Bank(s) which may occur during the period from the Benchmark Date to the date of completion of the Merger by Absorption, or any adjustment as requested by supervision department and in accordance with relevant PRC laws and regulations.

  • If the number of Placing Shares to be issued falls below 3,105,000,000 H Shares, the H Share Placement and the Merger by Absorption will not proceed.Target placees : The Placees of the Placing Shares shall be no less than sixeligible investors who are independent of the Bank and its connected persons (except as restricted by laws).

  • Consideration: The total consideration for the Merger by Absorption isapproximately RMB28,470 million (equivalent to approximately HK$34,164 million).

  • Pursuant to the Listing Rules, the Independent Board Committee has been set up, consisting all independent non-executive Directors to advise the Independent Shareholders and the Preference Shareholders in respect of the relevant terms of the Merger and Absorption Agreement and the transactions (including the proposed issuance of the Consideration Shares and the proposed Amendments to the Articles of Association in connection with the Merger by Absorption) contemplated thereunder.

  • Consideration Shares: The total consideration for the Merger by Absorption willbe satisfied by the issuance of 13,324,823,322 Consideration Shares at an issue price of RMB2.1366 per Consideration Share (equivalent to approximately HK$2.5639 per Consideration Share) to each of the Selling Shareholders in respect of their shareholdings in the Target Banks.

  • The merger agreement was made public through the Merger by Absorption deed granted on 1 July 2016 and entered in the Madrid Companies Registry on 27 July 2016.


More Definitions of Merger by Absorption

Merger by Absorption means the amalgamation of the Transferor Company by the Transferee Company in accordance with Section 2(1B) of the Income Tax Act, 1961, and the restructuring the contemplated by the Scheme in terms of Part II of the Scheme.
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Merger by Absorption means merger of Shruchi Manufacturing Limited withSolitaire Machine Tools Limited as set out in Part B hereof.
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Related to Merger by Absorption

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Existing source or existing discharger (in the NPDES program) means any source which is not a new source or new discharger.

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Merger has the meaning set forth in the Recitals.

  • Consolidation means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Significant Effect under clause 10.3 above includes termination of employment (including redundancy), major changes in the composition, operation or size of the Employer’s workforce or in the skills required, the elimination or diminution of job opportunities, promotion opportunities or job tenure; the alteration of hours of work; changes to safety and/or management systems, any changes to employment practices that result in privacy concerns for employees such as implementation of electronic inductions and/or access systems; the need for retraining or transfer of Employees to other work areas or locations and the restructuring of jobs.

  • Significant Effects under this clause 11 include termination of employment (including redundancy), major changes in the composition, operation or size of the Employer’s workforce or in the skills required, the elimination or diminution of job opportunities, promotion opportunities or job tenure; the alteration of hours of work; the need for retraining or transfer of Employees to other work areas or locations and the restructuring of jobs.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Early Opt-in Effective Date means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

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

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Amalgamation Application means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;

  • Necessary Personal Effects means items such as clothing and toiletry items, which are included in the Insured’s Baggage and are required for the Insured’s Trip.

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

  • Expansion to an existing manufactured home park or subdivision means the preparation of additional sites by the construction of facilities for servicing the lots on which the manufactured homes are to be affixed (including the installation of utilities, the construction of streets, and either final site grading or the pouring of concrete pads).

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Pre-existing Disease means any condition, ailment or injury or related condition(s) for which you had signs or symptoms, and / or were diagnosed, and / or received medical advice / treatment within 48 months to prior to the first policy issued by the insurer.

  • Public Art means art that shall be accessible to the public, and includes all forms of original creations of visual art, conceived in any medium, material, or combination thereof, including paintings, drawings, stained glass, and murals in any media; statues, bas relief, mobile, kinetic, electronic, neon, or other sculptures; environmental artworks; fountains, arches or other structures intended for ornament; integrated and functional architectural elements of a structure; video and other media-based works; inscriptions, fiber works, carvings, mosaics, photographs, drawings, collages, textile works and prints; crafts, both decorative and utilitarian in clay, fiber, wood, metal, glass, stone, plastic and other materials; artist-designed public spaces and functional elements which are either a part of a larger project or a separate entity in and of itself.

  • Distribute in Commerce or “Distribution in Commerce” means to sell in commerce, to import, to introduce or deliver for introduction into commerce, or to hold for sale or distribution after introduction into commerce;

  • Victim or target of Nazi persecution means any individual persecuted or targeted for persecution by

  • Divestiture Agreement means any agreement between Respondents and an Acquirer (or a Divestiture Trustee appointed pursuant to Paragraph III of this Order and an Acquirer) and all amendments, exhibits, attachments, agreements, and schedules thereto, related to any of the Assets To Be Divested that have been approved by the Commission to accomplish the requirements of this Order. The term “Divestiture Agreement” includes, as appropriate, the Associated Food Stores Divestiture Agreement, the AWG Divestiture Agreement, the Haggen Divestiture Agreement, and the Supervalu Divestiture Agreement.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • CC BY NC SA The CC BY-NC-SA license allows users to copy, to create extracts, abstracts and new works from the Article, to alter and revise the Article, provided this is not done for commercial purposes, and that the user gives appropriate credit (with a link to the formal publication through the relevant DOI), provides a link to the license, indicates if changes were made and the licensor is not represented as endorsing the use made of the work. Further, any new works must be made available on the same conditions. The full details of the license are available at xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-sa/4.0. CC BY NC ND: The CC BY-NC-ND license allows users to copy and distribute the Article, provided this is not done for commercial purposes and further does not permit distribution of the Article if it is changed or edited in any way, and provided the user gives appropriate credit (with a link to the formal publication through the relevant DOI), provides a link to the license, and that the licensor is not represented as endorsing the use made of the work. The full details of the license are available at xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/4.0. Any commercial reuse of Open Access articles published with a CC BY NC SA or CC BY NC ND license requires permission from Elsevier and will be subject to a fee. Commercial reuse includes: Associating advertising with the full text of the Article Charging fees for document delivery or access Article aggregation Systematic distribution via e-mail lists or share buttons Posting or linking by commercial companies for use by customers of those companies.

  • Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.