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Merger Note definition

Merger Note means that certain convertible promissory note dated of even date herewith in the aggregate principal amount of $5,925,603, subject to adjustment as provided therein, from Verticalnet to FBR Investment Management, Inc., in its capacity as the Stockholders’ Representative of the stockholders of B2e.
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Merger Note means the note setting out details of the proposed merger of Asia and Europe in the [ILLEGIBLE]
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Merger Note is defined in Section 2.1(b).
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Examples of Merger Note in a sentence

  • In the situation of the reverse acquisition as a result of the SIEMENS GAMESA Merger (Note 1.B and Note 1.D), the equity structure in the Consolidated Financial Statements reflects the equity structure of the legal acquirer (the accounting acquiree), including the equity interests issued by the legal acquirer to effect the business combination.

  • The Merger Note will be secured by all of the outstanding stock of the Surviving Corporation held by Parent.

  • Any excess amount owed by Seller to Buyer beyond the Merger Note Consideration pursuant to this Section 1(i) shall be paid by Seller to Buyer, in cash, by wire transfer of immediately available funds.

  • The Company will use the proceeds from the sale of the Preferred Stock and the Warrants (excluding amounts paid by the Company for legal and administrative fees in connection with the sale of such securities) and the Investor Subordinated Loan for working capital and the repayment of the Dividend Notes and the Merger Note.

  • In connection with the Merger (Note 1) the Convertible Notes and accrued interest were converted into the Company’s common stock.

  • Special Voting Preferred Share In connection with the Merger (Note 1), on February 26, 2015, the Company entered into a voting and exchange trust agreement (the “Trust Agreement”).

  • The Merger Note shall be guaranteed by the Surviving Corporation (the “Guaranty”), in the form of Exhibit D attached hereto, with such Guaranty secured by the Surviving Corporation’s assets via a security agreement (“Security Agreement”), in the form of Exhibit D attached hereto.

  • It is hereby agreed and declared that it is intended that Europe and Asia will be merged, which merger ("the Merger") will be effected by Europe acquiring the entire issued share capital of Asia in return for 0.9019 shares in Europe for each share in Asia, as more particularly set out in the Merger Note.

  • The Merger Agreement, the Merger Note and the Guaranty and Security Agreement are terminated pursuant to this Agreement.

  • KirklandEffective as of February 8, 2022, the Company acquired all the issued and outstanding shares of Kirkland in the Merger (Note 5).


More Definitions of Merger Note

Merger Note shall have the meaning assigned to such term in the Acquisition Agreement and shall be (i) in the form attached to the Acquisition Agreement (as in effect on the Closing Date) and otherwise in form and substance reasonably satisfactory to the Administrative Agent and (ii) in the amount required by the Acquisition Agreement as in effect on the Closing Date.
Sample 1
Merger Note means the promissory note issued by Parent to the Carryover Shareholders in accordance with Section 1.7(b), in the form attached hereto as Exhibit L.
Sample 1
Merger Note as defined in the sixth Recital.
Sample 1
Merger Note means the promissory notes issued by Buyer to the Stockholders in the form attached as Exhibit 1 to this Agreement, Each Promissory Note will have a term of four (4) years, will bear interest at the rate of four percent (4%) per year, and will be fully amortizing, payable monthly.
Sample 1

Related to Merger Note

  • Bridge Note means any promissory note issued by Borrower pursuant to the terms of the Bridge Note Agreement.

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • New Note shall have the meaning assigned to such term in Section 38.

  • 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.

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

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

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

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

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

  • Existing Note means a Note (as defined in the Existing Credit Agreement) that is issued and outstanding immediately prior to the effectiveness of this Agreement.

  • Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.

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

  • Convertible Debenture means the 6% convertible debenture dated July 1, 2008 and due July 1, 2011, in the amount of CAD$10,000,000 issued by Orezone to the Debentureholder;

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • Borrower Note means the “Borrower Note” as defined in the Borrower Loan Agreement.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

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

  • Surplus Note means a promissory note executed by an Insurance Subsidiary of the type generally described in the insurance industry as a “surplus note”, the principal amount of which an insurance regulator permits the issuer to record as an addition to capital and surplus rather than as a liability in accordance with SAP.

  • Original Note shall have the meaning assigned to such term in the recitals.

  • Intercompany Note means a promissory note substantially in the form of Exhibit I.

  • Global Intercompany Note means the global intercompany note substantially in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

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

Most Referenced Clauses

Most Referenced Definitions