NON-MERGER definition

NON-MERGER. The provisions of this agreement shall not merge with any security given by the Borrower to the Bank, but shall continue in full force for the benefit of the parties hereto.
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NON-MERGER. The provisions of this commitment letter shall not ---------- merge with any security granted to the Bank and shall continue in full force and effect. The provisions of the Security are in addition to the provisions of this commitment letter. If there is any conflict between the provisions of any of the documents comprising the Security and the provisions of this commitment letter, the provisions of this commitment letter shall prevail.
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NON-MERGER. The representations and warranties set forth herein shall survive the execution and delivery of this Agreement, and shall continue in full force and effect until the repayment of the Indebtedness in full.
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Examples of NON-MERGER in a sentence

  • NON-MERGER If any term of this Contract may be given effect to after Completion that term will not merge on Completion but will continue in force for as long as is necessary to give effect to it.

  • NON-MERGER The covenants, representations and warranties set forth in Articles 4.

  • CONTINUING SECURITY, NEW ACCOUNTS AND NON-MERGER.............................

  • However, FS can be viewed as a compression of FT in dimension, and preserving information under such compression has been studied in compressed sensing.

  • NON-MERGER 36 Section 15.1.......................................................................................................Non-Merger.

  • INCORPORATION AND NON-MERGER If a temporary, interlocutory or final judgment, order or decree of divorce is rendered in any proceeding between the parties hereto, this Agreement shall be affirmed, ratified and incorporated in such judgment, order or decree, and be enforceable under the general equity powers of the Court.

  • Based on ATMs being introduced, phone banking, PC banking that is the building blocks of initial electronic finance, the improved usage and diffusion of online banking has introduced a new channel of distribution to retail banking.

  • Second, when the agencies prevail, they often obtain opinions that vindicate their views of the law, and are far less distinguishable than opinions in the merger context, which are generally more driven by facts and often sui generis.MORE EFFECTIVE NON-MERGER ENFORCEMENT WOULD ENHANCE THE LEADERSHIP OF THE AGENCIES IN DEVELOPING ANTITRUST LAW As with the federal merger review system, no legislation is required to improve federal antitrust enforcement in the civil non-merger context.

  • NON-MERGER........................................................................

  • In April–May, 1985, when the Lands Branch offered the respondent a licence of occupation, it indicated terms on which a 30 year lease would be issuable, but later declined respondent’s request to include those terms in the licence, which invalidated them by way of a NON-MERGER clause.19 21.


More Definitions of NON-MERGER

NON-MERGER. The warranties, undertakings, obligations and indemnities given under this Agreement will not merge or be treated as discharged but will remain enforceable to the fullest extent, despite any rule of law to the contrary. Costs: Unless otherwise stated in this Agreement (including any deed of variation), each party will bear its own costs and expenses in connection with the negotiation, preparation and implementation of this Agreement or any deed of variation. If the terms of a deed of variation greatly benefit one party over the other, that party shall meet the costs and expenses in connection with the negotiation and preparation of the deed of variation.
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NON-MERGER. The provisions of this Agreement shall not merge with any Security provided to the Bank, but shall continue in full force for the benefit of the parties hereto. JOINT AND SEVERAL Where more than one Person is liable as Borrower or Guarantor if applicable for any obligation under this Agreement, then the liability of each such Person for such obligation is joint and several (in Quebec, solidarily) with each other such Person. ESW Canada Inc. -8- March 2, 2007 -------------------------------------------------------------------------------- LIFE INSURANCE The Borrower acknowledges that the Bank has offered it insurance on the Borrowings under Business Loan Insurance Plan Policy 51000 ("Policy") issued by Sun Life Assurance Company of Canada to the Bank and the Borrower hereby waives this offer or acknowledges it is ineligible for this offer and acknowledges that Borrowings are not insured under the Policy as at the date of acceptance of this Agreement. COUNTERPART EXECUTION This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together constitute one and the same instrument. EMAIL AND FAX TRANSMISSION The Bank is entitled to rely on any report or certificate provided to the Bank by the Borrower or any Guarantor as applicable, by way of email or fax transmission as though it were an originally signed document. The Bank is further entitled to assume that any communication from the Borrower received by email or fax transmission is a reliable communication from the Borrower.
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Related to NON-MERGER

  • Credit Event Upon Merger has the meaning specified in Section 5(b).

  • Tax Event Upon Merger has the meaning specified in Section 5(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.

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

  • Change in Control Transaction means the occurrence of any of the following events:

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

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

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

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

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

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

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

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where:

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Corporate Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

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

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.