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

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

  • From and after the Operating Company Merger Effective Time, the certificate of limited liability company of the Operating Company, as in effect immediately prior to the Operating Company Merger Effective Time, shall be the certificate of limited liability company of the Suriving Operating Company until thereafter amended as provided by law.

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

  • Notwithstanding any provision of this Agreement to the contrary, none of Trizec Parties shall have any liability hereunder either for any failure to qualify for such exception or for the Operating Company Merger being deemed to violate the Operating Company LLC Agreement and any such failure or violation shall not be asserted as the basis for a breach by the Trizec Parties of this Agreement or as the basis for a failure to satisfy the conditions for obligations of the parties set forth in Article IX.

  • 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.

  • It is vital that communication exists to ensure understanding regarding emergency response measures.

  • The Operating Company Merger shall become effective upon such time as the Operating Company Certificate of Merger has been filed with the DSOS, or such later time which the parties hereto shall have agreed upon and designated in such filing in accordance with the DLLCA, as the effective time of the Operating Company Merger (the “Operating Company Merger Effective Time”).

  • This report now provides guidance to the board and staff as we continue to make improvements in the operation and activities of the Association.

  • 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.

Related to Operating Company Merger

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

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

  • 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 hereto.

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

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

  • 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 Section 1.03.

  • 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 limited liability company formed as a consequence of a division.

  • 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.

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment: