Merger Entity definition

Merger Entity means, the Transferor Company and the Transferee Company individually, and “Merger Entities”, the two of them collectively;
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Merger Entity has the meaning set forth in the recitals.
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Merger Entity shall have the meaning ascribed thereto in Section 12(d);
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Examples of Merger Entity in a sentence

  • The merger of the Closing Merger Entity with and into the Issuer on the Closing Date pursuant to the Plan of Merger.

  • Except as set forth on Schedule 4.13, neither the SPE nor any of SPE Subsidiary, nor, to the knowledge of the SPE, any other party to the Franchise Agreement, is in breach or default of the Franchise Agreement, except for such breach or default that would not, individually or in the aggregate, reasonably be expected to have an SPE Merger Entity Material Adverse Effect.

  • Any and all Tax sharing agreements or arrangements to which the Merger Entity is a party shall be terminated as of the Closing Date.

  • Colorado Corporation shall be the surviving entity (the "Surviving Colorado Corporation Merger Entity").

  • The Agreement and Plan of Merger to be dated the Closing Date between the Issuer and the Closing Merger Entity.

  • Colorado Cooperative shall be the surviving entity (the "Surviving Colorado Cooperative Merger Entity").

  • All fractional OP Units that a holder of Forward REIT Merger Entity Interests would otherwise be entitled to receive as a result of the Mergers and the other Formation Transactions shall be aggregated, and each holder shall receive the number of whole OP Units resulting from such aggregation and, in lieu of any fractional OP Unit resulting from such aggregation, an amount in cash determined by multiplying that fraction of an OP Unit to which such holder would otherwise have been entitled, by the IPO Price.

  • No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to such Forward OP Merger Entity’s knowledge, threatened against such Forward OP Merger Entity, nor are any such proceedings contemplated by such Forward OP Merger Entity.

  • Except as set forth in Schedule 4.21, no such Forward OP Merger Entity nor any Forward OP Merger Entity Subsidiary owns any loan assets or other securities of any issuer except for equity interests in other American Assets Entities.

  • Each Forward REIT Merger Entity, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of a Property make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a Forward REIT Merger Entity Material Adverse Effect.


More Definitions of Merger Entity

Merger Entity has the meaning set forth in the definition of Reincorporation and shall include the Merger Entity’s successors and permitted assigns.
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Related to Merger Entity

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

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

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • PubCo has the meaning set forth in the Preamble.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • MergerSub has the meaning set forth in the preamble hereto.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Merger Event means any (i) reclassification or change of the Shares that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the Share Company with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which such Share Company is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares of the Share Company that results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the Share Company or its subsidiaries with or into another entity in which the Share Company is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event, in each case if the Merger Date is on or before the Valuation Date.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger has the meaning set forth in the Recitals.

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

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

  • Constituent entity means: (i) with respect to an MNE Group having a Reporting Entity resident for tax purposes in the Isle of Man, (A) any separate business unit of an MNE Group that is included in the consolidated financial statements for financial reporting purposes or would be so included if equity interests in such business unit of an MNE Group were traded on a public securities exchange, (B) any separate business unit that is excluded from the MNE Group’s consolidated financial statements solely on size or materiality grounds, and (C) any permanent establishment of any separate business unit of the MNE Group included in (A) or (B) above provided the business unit prepares a separate financial statement for such permanent establishment for financial reporting, regulatory, tax reporting, or internal management control purposes; and (ii) with respect to an MNE Group having a Reporting Entity resident for tax purposes in the United States, any “Constituent Entity” as defined in the relevant U.S. Treasury regulations;

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

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

  • Company Shareholders means holders of Company Shares.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Acquiror has the meaning set forth in the Preamble.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Ultimate Parent Entity means a Constituent Entity of an MNE Group that meets the following criteria: