Parent Merger definition

Parent Merger has the meaning set forth in Section 2.01.

Parent Merger has the meaning set forth in Recital A.

Parent Merger has the meaning set forth in the recitals to this Agreement.

Examples of Parent Merger in a sentence

• Parent, Merger Sub, and the Company have entered into that certain Agreement and Plan of Merger, dated as of November 15, 2023, as amended on January 12, 2024 (the “Merger Agreement”).

• Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with this Agreement and to set forth certain conditions to the Merger.

• There are no contracts between Parent, Merger Sub, or any of their respective Affiliates, on the one hand, and any member of the Company’s management or directors, on the other hand, as of the date of this Agreement that relate in any way to, or are in connection with, the Transactions.

• Parent, Merger Sub, and the Company have entered into that certain Agreement and Plan of Merger, dated as of March 12, 2024 (the “Merger Agreement”).

• The aggregate proceeds contemplated by the Commitment Letters, together with cash on hand of Paxxxx xnd Merger Sub, will be sufficient when funded to enable Parent, Merger Sub and the Borrower to consummate the Transactions (including the refinancing of existing Indebtedness of the Company to be paid at the Closing) and pay all amounts (including fees, premiums, and expenses) required to be paid by Parent, Merger Sub or the Borrower hereunder at the Closing in connection with the Transactions.

More Definitions of Parent Merger

Parent Merger has the meaning assigned to such term in the Recitals of this Agreement.

Parent Merger means the merger by Parent with and into J. Crew Delaware, with J. Crew Delaware as the surviving corporation, pursuant to the Parent Merger Documents.

Parent Merger means the merger of Shawmut with and into Fleet pursuant to the Parent Merger Agreement.

Parent Merger is defined in the recitals.

Parent Merger means (i) the merger of Parent with US Holdco, with US Holdco being the surviving entity, (ii) the contribution by the Parent to US Holdco of all of the Parent's assets and liabilities or (iii) the contribution by Holdings to US Holdco (in exchange for stock of US Holdco) of all of the Equity Interests of the Parent, provided that, in the case of clause (ii) or (iii) above, (x) Holdings, at its discretion, may subsequently cause the liquidation of the Parent and (y) US Holdco has assumed all the obligations of Parent as the Borrower hereunder pursuant to an assumption agreement reasonably satisfactory to the Administrative Agent (and upon such assumption, Parent shall be released as the Borrower hereunder).

Parent Merger has the meaning specified in the definition of Permitted Merger Transaction.

Parent Merger the merger of UWWH with and into Spinco, with Spinco being the surviving corporation.