Origo Merger means the merger of HTHC Merger Sub, Inc., a Delaware corporation and a newly-formed wholly-owned subsidiary of OAC (“Merger Sub”) with and into the Parent with the Parent as the surviving corporation of such merger, as a result of which the Parent would become a wholly-owned Subsidiary of OAC or its successor Issuer.

Origo Merger means collectively the occurrence of all of following: (i) the consummation of the merger of Hightimes with a wholly-owned subsidiary of Origo Acquisition Corp., a publicly traded Cayman Island corporation (“Origo”) pursuant to that certain Merger Agreement, dated as of July 24, 2017, by and among Origo, Hightimes and HTHC Merger Sub, Inc., a Delaware corporation, as amended (the “Merger Agreement”), (ii) the consummation of the reincorporation of Origo as Hightimes Media Corporation, a Nevada corporation (the “Successor”), (iii) the effectiveness of that certain Registration Statement on Form S-4 (Registration No. 333-221527) with respect to the shares of Origo and/or the Successor to be issued pursuant to the Merger Agreement (the “Registration Statement”), (iv) the issuance to Hightimes’ shareholders (including without limitation Southland) of shares of Common Stock of Successor pursuant to the Merger Agreement and (v) the listing of the Successor’s Common Stock on the Nasdaq Capital Market or other national securities exchange.

Examples of Origo Merger in a sentence

The terms of any agreement pursuant to which the Origo Merger or a Change of Control Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5(b) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Change of Control Transaction.
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If holders of Common Stock are given any choice as to the securities, cash or property to be received in the Origo Merger or a subsequent Change of Control Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any Conversion of the Obligations following the Origo Merger or such Change of Control Transaction.
As used herein, the term “Public Listing” shall mean either (x) the transactions contemplated by the Origo Merger Agreement, including the merger with Origo, shall have been consummated, or (y) Hightimes Class A common stock shall trade on Nasdaq or another national securities exchange or is quoted for trading on the OTC Market QX Exchange, the OTC Market QB Exchange or the Canadian Stock Exchange.
In the event the Hightimes Liquidity Event shall be consummated, the Subject Shares shall be subject to a contractual lockup agreement for a period that is no longer than one hundred eighty (180) calendar days following the consummation of the Origo Merger (the “Lockup Period”), after which time the Subject Shares shall be freely tradeable without volume or other restrictions.
WHEREAS, it was the intention of the Parties by way of the Agreement, that at the Closing Date, Hightimes would issue to Southland $4 million of publicly traded stock of Hightimes valued at the Closing Market Price (defined in the Agreement), subject to the lockup period no greater than 180 days, in connection with a Qualified Offering (defined in the Agreement), if the Origo Merger did not take place.
Hightimes has entered into the Merger Agreement relating to the Origo Merger, and Origo is responding to comments from the SEC and Nasdaq with respect to Origo’s Form S-4 Proxy and Registration Statement filed with the SEC.

Related to Origo Merger

Second Merger has the meaning set forth in the Recitals.
First Merger has the meaning set forth in the Recitals.
Company Merger has the meaning specified in the Recitals hereto.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Bank Merger has the meaning set forth in Section 1.03.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Plan of Merger has the meaning set forth in Section 2.2.
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).
Agreement of Merger has the meaning set forth in Section 2.01(b).
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
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;
Merger has the meaning set forth in the Recitals.
Certificate of Merger has the meaning set forth in Section 2.2.
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Articles of Merger has the meaning set forth in Section 2.2.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Sub 2 has the meaning set forth in the Preamble.
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 Sub II has the meaning set forth in the Preamble.
Merger Sub 1 has the meaning set forth in the Preamble.
MergerSub has the meaning set forth in the preamble hereto.
Merger Sub I has the meaning set forth in the Preamble.
Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.
Reorganization Transactions shall have the meaning set forth in the Recitals.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

Origo Merger definition

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