Parent Company Merger definition

Parent Company Merger means (a) a merger or consolidation of the Company with or into Holdings or a merger or consolidation of Holdings with or into the Company or (b) any assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Company to Holdings or of Holdings to the Company.
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Parent Company Merger means (a) a merger or consolidation of the Company with or into Holdings or a merger or consolidation of Holdings with or into the Company, provided that the holders of Voting Stock of Holdings immediately prior to such transaction own substantially all of the Voting Stock of the surviving entity immediately after such transaction, or (b) any assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Company to Holdings or of Holdings to the Company.
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Parent Company Merger means the closing of the merger by and among Metamor Worldwide, Inc., a Delaware corporation ("Metamor"), PSINet Inc., a New York corporation, and PSINet Shelf IV Inc., a Delaware corporation.
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Examples of Parent Company Merger in a sentence

  • To the extent that amounts are so deducted or withheld by Parent, Company, Merger Sub, the Surviving Company, Company OP, the Surviving Company OP or the Exchange Agent and timely remitted to the appropriate Taxing Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

  • Energy Upgrade Features Based on the objectives and reserves of GHI, a limited number of energy features which could be primarily installed to the exterior of the homes were selected for analysis.

  • IP shall consult in good faith with UWWH (or Spinco, following the Parent Company Merger) regarding the allocation of Tax Attributes and shall consider in good faith any written comments received from UWWH (or Spinco, following the Parent Company Merger) regarding such allocation of Tax Attributes.

  • The Company's payment shall be the sole and exclusive remedy of Parent, Company Merger Sub or CPI Merger Sub against the Company, CPI and any of their Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the breach of any covenant or agreement set forth in this Agreement if the Agreement is terminated by Parent pursuant to Section 8.4(b).

  • Except as provided in the Merger Agreement, no broker, investment banker, financial adviser or other person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder for which Parent, Company, Merger Subsidiary, the Surviving Corporation or any of their Subsidiaries could be or become liable.

  • In the event of termination of this Agreement as provided in Section 7.1, there shall be no liability or obligation on the part of Parent, Company, Merger Sub or their respective officers, directors or stockholders, except to the extent that such termination results from the breach by a party of any of its representations, warranties or covenants set forth in this Agreement; provided that the provisions of Section 7.1 shall remain in full force and effect and survive any termination of this Agreement.

  • The execution and delivery of this Agreement and the Ancillary Agreements by Parent, Company Merger Sub and Blocker Merger Sub and the consummation by Parent, Company Merger Sub and Blocker Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company action on the part of each of Parent, Company Merger Sub and Blocker Merger Sub, other than with respect to Parent the receipt of the Parent Stockholder Approval.

  • Parent, Company Merger Sub and Blocker Merger Sub each has heretofore made available to the Company complete and correct copies of its certificate of incorporation or certificate of formation, as applicable, and bylaws or limited liability company agreement, as applicable, each as amended to date, and each such document is (x) in full force and effect and (y) has not been amended in any respect from the copy made available to Parent.

  • This Agreement shall automatically terminate upon: (a) the termination of the Parent Company Merger Agreement; or (b) the mutual written consent of First Mid Bank and Soy Capital.

  • Proposer must have had responsibility for at least two of the following products for these clients: • HTML-5 Email Campaigns • Responsive Web Design • Graphic Design for brochures, signage or marketing materials • Graphic Design or script writing for a promotional or informational video • Annual Report Design (e.g. design work for annual marketing plan or strategic plan) • Advertising Campaign including design for web banners and print publications.


More Definitions of Parent Company Merger

Parent Company Merger means (a) a merger or consolidation of XM with or into Holdings or a merger or consolidation of Holdings with or into XM, provided that the holders of Voting Stock of Holdings immediately prior to such transaction own substantially all of the Voting Stock of the surviving entity immediately after such transaction or (b) any assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of XM to Holdings or of Holdings to XM.
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Parent Company Merger has the meaning set forth in the Recitals.
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Parent Company Merger means (a) a merger or consolidation of XM with or into Holdings or a merger or consolidation of Holdings with or into XM or (b) any assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of XM to Holdings or of Holdings to XM.
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Related to Parent 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.

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

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

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

  • Merger has the meaning set forth in the Recitals.

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

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

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

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

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • MergerSub has the meaning set forth in the preamble hereto.

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

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

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

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

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

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

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

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

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