Merger Proxy definition

Merger Proxy means the Proxy Statement to be filed with the SEC by EIAC pursuant to Section 14(a) of the Exchange Act in connection with the Merger.
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Merger Proxy has the meaning set forth in the recitals to this Agreement.
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Merger Proxy has the meaning set forth in the recitals to this Agreement. “Purchase Price” has the meaning set forth in Section 2.01.
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Examples of Merger Proxy in a sentence

  • Director Defendants prepared, reviewed and/or disseminated the false and misleading Merger Proxy which failed to disclose material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • The Merger Proxy details the Director Defendants’ involvement in negotiating, reviewing and approving the merger and preparation of the Merger Proxy.

  • In addition, a reasonable investor would view a full and accurate disclosure as having significantly altered the “total mix” of information made available in the Merger Proxy and in other information reasonably available to shareholders.

  • The omissions and false and misleading statements made by Defendants in the Merger Proxy constitute violations of §14(a) of the 1934 Act and SEC Rule 14a-9 promulgated thereunder, because such statements are materially false and/or misleading and were provided in at least a negligent manner.

  • Each of the Director Defendants were provided with or had unlimited access to copies of the Merger Proxy and other statements alleged by Plaintiffs to be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause the statements to be corrected.

  • These omissions render the information concerning the financial analysis provided by D&P as contained in the Merger Proxy materially misleading.

  • D&P, Bowl America, and the Director Defendants concealed the results of that valuation and omitted it from the Merger Proxy.

  • The Merger Proxy Statement/Prospectus sets forth each Subsidiary of the Company as of the Closing Date, other than those that may be omitted pursuant to Item 601 of Regulation S-K, showing its jurisdiction of incorporation or organization, and the Company does not have any other Subsidiaries as of the Closing Date.

  • In essence, their argument is that the Merger Proxy was incomplete.

  • Buyer shall include the Registrable Securities in the Acquisition Registration Statement to the extent that such inclusion would not, in Buyer’s reasonable judgment, after receiving written comments from the SEC that address the registration of the Registrable Securities, materially hinder or delay the SEC’s declaration of effectiveness thereof or approval of the Merger Proxy.


More Definitions of Merger Proxy

Merger Proxy shall have the meaning set forth in Section 1.12. "OPTION ESCROW" shall have the meaning set forth in Section 1.5(c)(ii). "OPTION ESCROW AGENT" shall have the meaning set forth in Section 1.5(c)(v). "OPTION ESCROW AGREEMENT" shall have the meaning set forth in Section 1.6(b). "OTHER OWNERSHIP INTERESTS" shall have the meaning set forth in Section 2.2. "PARENT" shall have the meaning set forth in the preamble. "PARENT CERTIFICATES" shall have the meaning set forth in Section 1.7(b). "PARENT COMMON STOCK" shall have the meaning set forth in Recital E. "PARENT INDEMNIFIED PARTIES" shall have the meaning set forth in Section 6.2. "PARENT MATERIAL ADVERSE EFFECT" shall have the meaning set forth in Section 2.1. "PARENT RELATED DOCUMENTS" shall have the meaning set forth in Section 2.6. "PARENT SEC DOCUMENTS" shall have the meaning set forth in Section 2.12. "PARENT SERIES A STOCK" shall have the meaning set forth in Recital E. "PARENT STOCK" shall have the meaning set forth in Section 1.7(a). "PEI" shall have the meaning set forth in the preamble. "PEI CERTIFICATES" shall have the meaning set forth in Section 1.7(b). "PEI COMMON STOCK" shall have the meaning set forth in Recital B. "PEI CONTRACT" shall have the meaning set forth in Section 3.20(j). "PEI DESIGNATED PLANS" shall have the meaning set forth in Section 3.23(a). "PEI INDEMNIFIED PARTIES" shall have the meaning set forth in Section 6.3. "PEI MATERIAL ADVERSE EFFECT" shall have the meaning set forth in Section 3.1. "PEI RELATED DOCUMENTS" shall have the meaning set forth in Section 3.4. "PEI SHAREHOLDER DEBT" shall have the meaning set forth in Recital B. "PEI SHAREHOLDERS" shall have the meaning set forth in Section 1.6(a). "PERSON" shall have the meaning set forth in Section 1.5(c)(ii). "PLANS" shall have the meaning set forth in Section 2.26(a). "PRO RATA SHARE" shall have the meaning set forth in Section 1.5(c)(v). "PROPRIETARY RIGHTS" shall have the meaning set forth in Section 2.8. "REGULATED ACTIVITY" shall have the meaning set forth in Section 2.27(c)(iv). "REMAINDER NOTE" shall have the meaning set forth in Section 5.2(c). "REMAINING OPTION SHARES" shall have the meaning set forth in Section 1.5(c)(ix). "RPM WARRANTS" shall have the meaning set forth in Section 1.5(c)(x). "SEC" shall have the meaning set forth in Section 1.12. "SECURITIES ACT" shall have the meaning set forth in Section 1.12. "SHAREHOLDER REPRESENTATIVE" shall have the meaning set forth in Section 6.4(a). "SIGNIFICANT PEI SHAR...
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Related to Merger Proxy

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Company Shareholder Meeting has the meaning set forth in Section 5.13(b).

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • Stockholder Approval has the meaning set forth in Section 4.5.

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

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

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

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournment, postponement, reschedulings or continuations thereof; (k) the term “Synthetic Equity Interests” means any derivative, swap or other transaction or series of transactions engaged in by such person, the purpose or effect of which is to give such person economic risk similar to ownership of equity securities of any class or series of the Company, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the Company’s equity securities, or which derivative, swap or other transactions provide the opportunity to profit from any increase in the price or value of shares of any class or series of the Company’s equity securities, without regard to whether (i) the derivative, swap or other transactions convey any voting rights in such equity securities to such person; (ii) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such equity securities; or (iii) such person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions; and (l) the term “Third Party” refers to any person that is not a Party, a member of the Board, a director or officer of the Company, or legal counsel to any Party. In this Agreement, unless a clear contrary intention appears, (i) the word “including” (in its various forms) means “including, without limitation;” (ii) the words “hereunder,” “hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement; (iii) the word “or” is not exclusive; (iv) defined terms used in the singular include the plural and vice versa; and (v) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated.

  • Stockholders Meeting shall have the meaning set forth in Section 6.2(c).

  • MergerSub has the meaning set forth in the Preamble.

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

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

  • Parent Stockholder Approval has the meaning set forth in Section 5.2.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.

  • 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 Agreement has the meaning set forth in the Recitals.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.