Permitted Merger Transaction definition

Permitted Merger Transaction means a merger of Parent with and into Tiger Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ARCP (the “Parent Merger”), and the substantially concurrent merger of Borrower with and into ARCPOP, a wholly-owned subsidiary of ARCP (the “Borrower Merger”), in each case pursuant to the terms of the Merger Agreement as in effect as of the date of this Agreement and subject to the following conditions precedent (a) no Default shall have occurred and be continuing at the time of the proposed transaction or would result therefrom, (b) after giving effect thereto, Parent and Borrower shall be in pro forma compliance with the covenants set forth in Section 8.14 for the most recent determination period for which financial statements are available (after giving effect to such transaction and the mandatory prepayment of indebtedness of ARCP and its subsidiaries (other than non-recourse indebtedness of subsidiaries of ARCP)), (c) all representations and warranties shall be true and correct in all material respects immediately prior to, and after giving effect to, such transaction (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date); provided, that any representation or warranty which is qualified by materiality or “material adverse effect” or similar language shall be true and correct in all respects, (d) all guaranty and collateral requirements under the Loan Documents, including, without limitation, pursuant to Sections 2.19 and 4.06, shall have been satisfied, (e) the owners of the Equity Interests of Parent immediately prior to giving effect to such transaction shall own not less than 65% of the aggregate Equity Interests of the survivor of such transaction, (f) Administrative Agent shall have received fully executed assumption documentation in connection therewith and opinions of counsel, in each case, as reasonably requested by Administrative Agent, (g) Administrative Agent and each Lender shall have received all documentation and other information with respect to ARCP, ARCPOP and their respective Subsidiaries required by regulatory authorities or Administrative Agent’s and/or such Lender’s internal policies under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, and (h) Parent and Borrower shall have delivered...
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Permitted Merger Transaction means any consolidation or merger of the Company with or into any other corporation, limited liability company, limited partnership or other legal entity, or any sale, lease or conveyance of all or substantially all of the Company’s assets to another legal entity organized and existing under the laws of the United States, any country in the European Union, the United Kingdom, Canada, Israel, Switzerland or any U.S. state.
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Permitted Merger Transaction means any merger, amalgamation, arrangement or consolidation transaction:
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Examples of Permitted Merger Transaction in a sentence

  • ARCT has elected to qualify as a REIT commencing with its taxable year ending December 31, 2011 through the time of effectiveness of the Permitted Merger Transaction.

  • From and after the consummation of the Permitted Merger Transaction, Parent shall maintain at least one class of common shares which is subject to price quotations on The NASDAQ Stock Market or having trading privileges on the New York Stock Exchange or any other national securities exchange.

  • As used herein, a Permitted Merger Transaction is any merger, consolidation or similar transaction in which the holder of Debentures or Warrants is entitled to receive cash, securities or other property, and any securities which the holder is entitled to receive are registered, freely tradable and listed on the Principal Market or an Approved Market.

  • So long as the Debenture and Warrants are outstanding, the Company shall remain a "foreign private issuer" as defined in the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); provided however, that the Company may cease to be a foreign private issuer as a result of a Permitted Merger Transaction.