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Nicor Merger definition

Nicor Merger the merger of a wholly-owned Subsidiary of Guarantor with and into Nicor and the immediately subsequent merger of the surviving corporation thereof into another wholly-owned Subsidiary of Guarantor in accordance with the Merger Agreement.
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Nicor Merger the merger of a wholly-owned Subsidiary of AGL Resources Inc. with and into Nicor and the immediately subsequent merger of the surviving corporation thereof into another wholly-owned Subsidiary of AGL Resources Inc. in accordance with the Merger Agreement.
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Examples of Nicor Merger in a sentence

  • The Acquisition Agreement has not been amended, restated, supplemented or otherwise modified since the First Amendment Effective Date, and no agreement or other document has replaced or superseded the Acquisition Agreement with respect to the Nicor Merger.

  • In the case of the Guarantor, own 100% of the Capital Stock of the Atlanta Gas Light Company, Virginia Natural Gas, Inc., AGL Capital Corporation, the Applicant and after the Nicor Merger, Northern Illinois Gas CompanyApplicant and each of the Material Subsidiaries.

  • The Nicor Merger shall have been consummated in accordance with the terms and conditions of the Merger Agreement without any waiver, modification or consent thereunder that is materially adverse to the Lenders unless approved by the Lead Arrangers.

  • Though the Commission approved the application in that case, the Commission’s analysis and critical differences from the Nicor Merger record evidence dictate a different result in this proceeding.In finding that the evidence presented in Nicor Merger was sufficient to support approval, the Commission relied expressly on three factors for tis approval decision -- three factors that starkly distinguish this case.

  • Thus, ourtask is not to sift through competing information ” Nicor Merger at 11 (emphasis added).

  • Moreover, as discussed above, the Joint Applicants’ Initial Brief does not address the entire record, which includes extensive substantive evidence showing that the statutory findings are not supported.Second, the Commission pointed to the critical “one significant exception” to the unfavorable characterization of the Nicor Merger applicants’ record evidence.That exception concerns the integration planning process the [applicants] have conducted since the Reorganization was announced.

  • Id. The applicants’ and other parties in that case agreed.Third, in the Nicor Merger case, the very high level of certainty required for a favorable statutory finding about diminishment of the utility’s ability to meet its statutory service obligations -- “will not” -- was supported by the quality of the utility’s current operations.

  • The bases for the Commission’s approval in the earlier case show that approval is not supported in this case.In the Nicor Merger proceeding, the parties opposing the proposed reorganization argued that the applicants’ evidence was insufficient to render the mandatory threshold findings for reorganization approval.

  • Those evidentiary distinctions make Commission approval in this case unsustainable.First, in Nicor Merger, parties opposing the merger offered no substantive evidence on the contested statutory requirement.

Related to Nicor Merger

  • Company Merger has the meaning specified in the Recitals hereto.

  • First Merger has the meaning set forth in the Recitals.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Second Merger has the meaning set forth in the Recitals.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

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

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Mergers has the meaning set forth in the Recitals.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Articles of Merger has the meaning set forth in Section 2.2.

  • Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.

  • 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.

  • Plan of Merger has the meaning given to such term in Section 2.2.

  • Share Exchange has the meaning set forth in Section 2.1.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • Merger has the meaning set forth in the Recitals.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

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

  • MergerSub means Actavis W.C. Holding 2 LLC, a company organized in Nevada.

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

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

  • Company Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.

Most Referenced Clauses

Most Referenced Definitions