Merger Scenario definition

Merger Scenario means the scenario in which the Debtors determine in their sole discretion to enter into the Merger and Purchase Agreement and consummate the Merger.
Sample 1Sample 2Sample 3
Merger Scenario means the scenario in which the Debtors determine to enter into the Merger Agreement in accordance with the Bidding Procedures Order.
Sample 1Sample 2Sample 3

Examples of Merger Scenario in a sentence

  • Reorganized EFH shall be authorized to issue the Reorganized EFH Common Stock, which, in the Merger Scenario, shall be converted into a number of shares of New EFH Merger Common Stock in accordance with the Merger and Purchase Agreement.

  • In the Merger Scenario, with respect to Parent Common Stock, the distributions of fractional shares or Cash in lieu of such fractional amounts shall be governed by the Merger Agreement.

  • On the Effective Date, Reorganized EFH, Reorganized TCEH, and in the Merger Scenario, the Parent and the Merger Sub, will enter into the Tax Matters Agreement.

  • TCEH Finance and such other Debtor entities (other than the TCEH Debtors being transferred in the Tax-Free Spin-Off) as designated by the Debtors, the Plan Sponsors, and in the Merger Scenario, the TCEH Supporting First Lien Creditors, will be dissolved and liquidated in accordance with the Plan and applicable law.

  • The Debtors shall determine in their sole discretion: (a) whether to pursue the Merger Scenario, the Standalone Scenario, or both scenarios, and whether to do so simultaneously or sequentially; (b) whether to seek Confirmation of the Merger Scenario, the Standalone Scenario, or both scenarios, and whether to do so simultaneously or sequentially; and (c) whether to seek Consummation of the Merger Scenario, the Standalone Scenario, or both scenarios, and whether to do so simultaneously or sequentially.

  • In the Merger Scenario, on or before the Effective Date, New EFH may seek to acquire all or a portion of the minority interest of Texas Transmission Investment LLC and/or Oncor Management Investment LLC either (a) pursuant to the drag-along rights set forth in the Investor Rights Agreement or (b) in a privately negotiated transaction with Texas Transmission Investment LLC and/or Oncor Management Investment LLC.

  • In the Merger Scenario, Reorganized EFH and Reorganized EFIH shall use Cash on hand at EFH Corp.

  • In the Merger Scenario, EFH Corp.’s direct and indirect Interests in each of its subsidiaries (other than EFIH and Oncor) will be either (a) canceled or abandoned pursuant to the Plan or (b) acquired by New EFH pursuant to the Merger with such acquired subsidiaries having been discharged and released, to the fullest extent permitted under applicable law, pursuant to the Plan.

  • In the Merger Scenario, on the Effective Date, the funds held in escrow pursuant to the Equity Commitment Letter and the Backstop Agreement (other than the funds held in escrow pursuant to the Equity Commitment Letter with respect to the purchase by Hunt and certain other Equity Investors of membership interests in OV2) will be released to New EFH.

  • In the Merger Scenario, on the first Business Day following the Effective Date, OV2 will contribute to Reorganized EFIH $[●] in exchange for the issuance by Reorganized EFIH of [●]% of the Reorganized EFIH Membership Interests.

Related to Merger Scenario

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

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

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

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

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

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

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

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

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

  • Newco has the meaning set forth in the first paragraph of this Agreement.

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

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

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

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

  • Reorganized Company means the domestic stock company into which a mutual company has been converted, converted and merged, or converted and consolidated.

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

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.

  • BCA shall have the meaning given in the Recitals hereto.

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • PubCo has the meaning set forth in the Preamble.

  • DPWH means the Department of Public Works and Highways of the Government of the Philippines.

  • Company Stockholders means the holders of shares of Company Capital Stock.