Operating Company Merger definition

Operating Company Merger has the meaning set forth in the recitals.
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Operating Company Merger means the merger of Merger Operating Company with and into Trizec Operating Company, on the terms and subject to the conditions set forth in the Merger and Arrangement Agreement and in accordance with the applicable provisions of the Delaware Limited Liability Company Act;
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Examples of Operating Company Merger in a sentence

  • Prior to the Operating Company Merger, the Company had accounted for its 9.5% non-voting interest in Operating Company under the cost method of accounting.

  • As a result of the Operating Company Merger, the separate corporate existence of Loews shall cease and AMCE shall continue as the surviving corporation of the Operating Company Merger.

  • Upon consummation of the Operating Company Merger, the Certificate of Incorporation, Bylaws, directors and officers of AMCE, as the surviving corporation of the Operating Company Merger, shall be the Certificate of Incorporation, Bylaws, directors and officers of AMCE in effect or in office, as applicable, immediately prior to the Operating Company Merger.

  • Additional terms and conditions relating to this RFP are provided in Annexes A and B.

  • The Operating Company Merger will have the effects provided in the applicable provisions of the DGCL.

  • Each share of AMCE Common Stock issued and outstanding immediately prior to the consummation of the Operating Company Merger shall remain issued and outstanding and unchanged as a validly issued, fully paid and nonassessable share of AMCE Common Stock.

  • Without limiting the generality of the foregoing, upon consummation of the Operating Company Merger, all the property, rights, privileges, powers and franchises of Loews and AMCE shall vest in AMCE, and all debts, liabilities and duties of Loews and AMCE shall become the debts, liabilities and duties of AMCE.

  • The Surviving Corporation shall cause AMCE to cause the Operating Company Merger to be consummated by filing a certificate of merger relating to the Operating Company Merger with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of, the DGCL.

  • The managing member of the Operating Company immediately prior to the Operating Company Merger Effective Time shall be the managing member of the Surviving Operating Company following the Operating Company Merger Effective Time.

  • Specific attention is paid to the adequacy of provisions for the life business.

Related to Operating Company Merger

  • Company Merger has the meaning set forth in the recitals hereto.

  • First Merger shall have the meaning given in the Recitals hereto.

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

  • Surviving Company has the meaning set forth in Section 2.1.

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

  • MergerSub has the meaning set forth in the Preamble.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Generating Company means any company or body corporate or association or body of individuals, whether incorporated or not, or artificial juridical person, which owns or operates or maintains a generating station;

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

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

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

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

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

  • Bank Merger has the meaning set forth in the recitals.

  • Operating Companies shall have the meaning specified in the recitals to this Agreement.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Resulting Company means a domestic stock company created

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

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

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

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

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

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

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

  • Effective Time has the meaning set forth in Section 2.2.