Mergers Agreement definition

Mergers Agreement has the meaning set forth in the recitals to this Agreement.
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Mergers Agreement means the Agreement and Plan of Mergers, dated as of May 23, 2015, among TWC, Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three.
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Examples of Mergers Agreement in a sentence

  • The closing of the transactions contemplated by the Mergers Agreement shall have occurred.

  • For the avoidance of doubt, the waiver of any condition shall have no bearing on the determination of whether any condition set forth in the Mergers Agreement has been satisfied.

  • Each condition set forth in Sections 9.01, 9.02 and 9.03 of the Mergers Agreement to the obligations of each of the parties to the Mergers Agreement to effect the transactions contemplated by the Mergers Agreement at the closing thereof has been satisfied or is capable of being satisfied at the closing of the Mergers Agreement and the closing of the transactions contemplated by the Mergers Agreement shall have occurred.

  • Since the date of its incorporation, Merger Subsidiary One has not engaged in any activities other than in connection with or as contemplated by the Mergers Agreement or this Agreement.

  • A proposal relating to the approval, for purposes of Article Eighth of the Company’s Amended and Restated Certificate of Incorporation, of the issuance of the Purchased Shares to Purchaser, and, if the Company decides to do so, proposals relating to the approvals required by Section 5.02 of the Mergers Agreement shall be presented to the stockholders of the Company at the Stockholders Meeting for approval.

  • All LBC Excess Shares and all LIC Excess Shares shall be treated in the same manner as all other outstanding shares of Company Stock are treated pursuant to the Mergers Agreement (other than those subject to the Exchange).

  • This Agreement shall terminate automatically, without further action of the parties hereto if the Mergers Agreement is terminated in accordance with its terms prior to the Closing.

  • The First Minister has published the initial workplace sector guidance for easing lockdown restrictions.

  • The Company shall use the proceeds of the Aggregate Purchase Price to fund a portion of the cash consideration for the transactions contemplated by the Mergers Agreement.

  • The Company shall include in the Proxy Statement/Prospectus a solicitation relating to the approval, for purposes of Article Eighth of the Company’s Amended and Restated Certificate of Incorporation, of the issuance of the Purchased Shares to Purchaser (the “Stock Issuance Approval”) and, if the Company decides to do so, the approvals required by Sections 4.02(a) and 5.02(a) of the Mergers Agreement (the “Merger Approvals” and together with the Stock Issuance Approval, the “Stockholder Approvals”).

Related to Mergers Agreement

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Members Agreement means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Shareholders Agreement shall have the meaning set forth in the Recitals.

  • Joint Powers Agreement means that certain Joint Powers Agreement dated June 27, 2017, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.

  • Securityholders Agreement means that certain Securityholders ------------------------- Agreement, dated as of July 22, 1998 and as amended from time to time, among Holdings and the signatories parties thereto.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Restriction Agreement means the agreement setting forth the terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

  • Employee Matters Agreement shall have the meaning set forth in the Separation Agreement.

  • Sponsorship Agreement means a document that estab- lishes an advanced licensee as a sponsor for a basic licensee.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • LLC Agreement means the Limited Liability Company Agreement of the Company, as amended from time to time pursuant to its terms.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Combination Agreement shall have the meaning given in the Recitals hereto.

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

  • Membership Agreement means the agreement between the Foundation and each Member regarding each such Member’s rights and obligations as a Member.

  • TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights;

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Side Letter means any side letter executed by an Investor with any Borrower or the Investment Adviser with respect to such Investor’s rights and/or obligations under its Subscription Agreement and any other applicable Operative Document.