Merger Consolidation definition

Merger Consolidation reorganization or sale of all or substantially all of the assets of the Company, without the approving vote of at least a majority of Shares entitled to vote.
Sample 1
Merger Consolidation shall be equal to the Aggregate Merger Consideration (as defined below) divided by the number of Fully Diluted Shares (as defined below). The number of Fully Diluted Shares shall be the number of outstanding shares of Common Stock PLUS the number of outstanding Preferred Shares PLUS the number of shares of Common Stock underlying the Warrant (as defined below), each determined as of the Closing Date. The amount of the Merger Consideration is subject to adjustment pursuant to Section 1.16. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the Cancelled Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, then the Merger Consideration contemplated by the Merger shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
Sample 1
Merger Consolidation shall have the meaning ascribed to it in Section 3.1 hereof.
Sample 1

Examples of Merger Consolidation in a sentence

  • That Article XII, Section 4.3 of the Amended and Restated Declaration of Trust shall be, and it hereby is, amended to read as follows: Section 4.3. Merger, Consolidation, and Sale of Assets.

  • SUCCESSORS Section 5.01 Merger, Consolidation, or Sale of Assets.

  • Merger, Consolidation or Assumption of the Obligations of Servicer 48 Section 6.04.

  • Section 5.01 Merger, Consolidation, or Sale of Assets...................................................

  • Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

  • ARTICLE 5 SUCCESSORS Section 5.01 Merger, Consolidation, or Sale of Assets.

  • Successor to Trustee by Merger, Consolidation or Succession to Business.

  • Section 2.6 of the Plan sets forth provisions affecting the exercise and termination of the Option in connection with certain circumstances, including Merger, Consolidation, Tender Offer, Takeover Bid, Sale of Assets or Dissolution as set forth therein.

  • Merger, Consolidation or Sale of All or Substantially All Assets.

  • Merger, Consolidation or the Transfer of All or Substantially All of the Assets of NLC........................................................................................37 Section 5.03.


More Definitions of Merger Consolidation

Merger Consolidation means any arrangement whether by way of contract, order, regulation or statute, under the laws of any jurisdiction, whereby the assets and/or liabilities of one Person are merged, consolidated or otherwise combined with those of another Person;
Sample 1

Related to Merger Consolidation

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.

  • Merger has the meaning set forth in the Recitals.

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • 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.

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

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

  • 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;

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • 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.

  • Merger Sub 1 has the meaning set forth in the Preamble.

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

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date hereof.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

  • Effective Time has the meaning set forth in Section 2.2.

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.