Merger Target definition

Merger Target means RCP23, LLC, a Delaware limited liability company. “Money” means “money” as such term is defined in the UCC.
Sample 1Sample 2
Merger Target means Ocean Bio-Chem, Inc., a Florida corporation (to be renamed and converted to Ocean Bio-Chem, LLC, a Florida limited liability company on the Restatement Date following the Ocean Acquisition).
Sample 1Sample 2
Merger Target means 3D at Depth, Inc., a Delaware corporation.
Sample 1

Examples of Merger Target in a sentence

  • Other than by reason of the Merger, Target has not been and will not be required to include any material adjustment in Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions, events or accounting methods employed prior to the Merger.

  • In addition, the parties understand that prior to the Merger, Target was engaged in the Business in each of the fifty states of the United States and worldwide.

  • Following the Merger, Target shall continue to exist under and be governed by the laws of the State of Delaware and shall be the Surviving Corporation.

  • Upon consummation of the Merger, Target shall succeed to all the rights and obligations of Merger Sub under this Agreement and all rights, obligations, representations and warranties of Target and its Subsidiaries shall become effective as of the date hereof, without any further action by any Person.

  • In the Subsidiary Merger, Target assumes Merger Sub’s obligation on the $60x Loan.

  • Assuming the correctness of the representation set forth in Section 4.15(a), then following the Merger, Target will hold at least 90 percent of the fair market value of Target’s net assets and at least 70 percent of the fair market value of Target’s gross assets and at least 90 percent of the fair market value of Merger Sub’s net assets and at least 70 percent of the fair market value of Merger Sub’s gross assets held immediately prior to the Effective Time.

  • Concurrent with the consummation of the Company Merger, Target Bank shall be merged with and into Purchaser Bank in accordance with the Financial Institutions Code of Georgia pursuant to the terms and conditions of the Bank Agreement and Plan of Merger and Merger Agreement attached hereto as Exhibit A.

  • Immediately following the Second Step Merger, Target Bank will merge (the “Bank Merger”) with and into Parent Bank pursuant to the agreement and plan of merger entered into by Parent Bank and Target Bank on the date hereof (the “Bank Merger Agreement”).

  • Following the Merger, Target shall continue as the surviving corporation (the "SURVIVING CORPORATION") and the separate existence of Acq Corp will cease.

  • As a result of the Merger, Target will cease its legal existence and all of its assets and liabilities will be transferred to Acquiring.


More Definitions of Merger Target

Merger Target is as defined in the Recitals of this Agreement.
Sample 1

Related to Merger Target

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

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

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

  • Relative Total Shareholder Return means for the Incentive Period the Total Shareholder Return of the Company compared to the Total Shareholder Return of the Peer Group, as more particularly set forth on attached Exhibit C.

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

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

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

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

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

  • Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

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

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

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

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

  • Effective TBD means that the date is to be determined by further Commission action. A date listed as "anticipated effective" may be subject to change. An Advice Letter Supplement is not a new filing, and there is no protest period unless indicated.

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

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

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Base Merger Consideration means $1,200,000,000.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).