Merger or Consolidation definition

Merger or Consolidation means the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving or resulting entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving or resulting entity outstanding immediately after such transaction or series of transactions.
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Merger or Consolidation means the merger or consolidation of the corporation into or with another corporation in which this corporation shall not survive and the stockholders of this corporation shall own less than 50% of the voting securities of the surviving corporation or the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the corporation.
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Merger or Consolidation has the meaning specified in Section 5.08.
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Examples of Merger or Consolidation in a sentence

  • Section 8.09 Merger or Consolidation of the Trustee.......................

  • Section 9.08 Merger or Consolidation of Trustee...........................

  • Merger or Consolidation of Trustee...................................96 Section 8.10.

  • Section 7.02 Merger or Consolidation of the Depositor or the Servicer...

  • Merger or Consolidation of, or Assumption of the Obligations of, the Master Servicer or the Depositor.

  • Merger or Consolidation of the Depositor....................................

  • Merger or Consolidation of Trustee..................................................VIII-5 SECTION 8.10.

  • Merger or Consolidation of the Depositor or the Master Servicer.......................VI-1 SECTION 6.03.

  • Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer............83 Section 6.03.

  • Section 8.09 Merger or Consolidation of Trustee...........................


More Definitions of Merger or Consolidation

Merger or Consolidation means the merger or consolidation of the Company into or with an unaffiliated entity in which the shareholders of the Company shall own less than 50% of the voting securities of the surviving entity; or the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the Company to an unaffiliated entity.
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Merger or Consolidation has the meaning specified in Section 5.8.
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Merger or Consolidation has the meaning provided in the Purchase Contract Agreement.
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Related to Merger or Consolidation

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

  • 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.

  • Merger has the meaning set forth in the Recitals.

  • Transfer Assets means both the Movable Assets and immovable assets, fully operational and functional, of the Project which are necessary or required for the performance of services and such other assets as Concessionaire procures in accordance with the provisions of this Agreement and shall specifically include all land, property and structures thereupon acquired during the term, all equipment and services, furnishings, etc. in relation to the operation of the Project, as existing on the date of Termination.

  • 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;

  • Consolidation Loan means a Loan made pursuant to and in full compliance with Section 428C of the Higher Education Act.

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

  • Combination of vehicles means a truck or truck tractor and

  • Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.

  • Amalgamating Corporations means both of them;

  • Public conveyance means a conveyance that the public or a portion of the public has access to and a right to use for transportation, including an airline, railroad, bus, boat, or other public conveyance.

  • 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.

  • Asset Transfer means a sale, lease or other disposition of all or substantially all of the assets of the Company.

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

  • Conveyance shall have the meaning specified in Subsection 2.01(a).

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

  • 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.

  • Permitted Successor is defined in Section 5.02 of the Sale Agreement.

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

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • The Purchaser or Corporation means the APMSIDC, the purchasing agency

  • Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

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