Pinnacle Merger Agreement definition

Pinnacle Merger Agreement means that certain Agreement and Plan of Merger, dated May 12, 2014, by and among the Company, Pinnacle Foods Inc., Helix Merger Sub Corporation and Helix Merger Sub LLC, as the same may be amended from time to time.

Pinnacle Merger Agreement means that certain Agreement and Plan of Merger, dated as of December 17, 2017 by and among Guarantor, Franchise Merger Sub, Inc., a wholly owned subsidiary of Guarantor, and Pinnacle Entertainment, Inc.

Pinnacle Merger Agreement has the meaning set forth in the Recitals to this Agreement.

Examples of Pinnacle Merger Agreement in a sentence

• Notwithstanding the foregoing, no Pinnacle Release shall be required if the Pinnacle Merger Agreement terminates other than pursuant to Section 7.1(a) thereof.

• Concurrently with the execution and delivery of this Agreement by the Company, (a) the Company shall terminate the Pinnacle Merger Agreement (if it has not previously been terminated) and (b) Parent shall pay to the Company (or, at the direction of the Company, to Pinnacle Foods Inc.

• Since its inception, Holding has not engaged in any activity, other than such actions in connection with (i) its organization, (ii) the purchase of all of the outstanding capital stock of Acquisition and (iii) the preparation, negotiation and execution of the Pinnacle Merger Agreement and the transaction documents under and relating to the Pinnacle Merger Agreement, this Agreement and the other Transaction Documents and the transactions contemplated thereby and hereby.

• Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The Pinnacle Merger Agreement and the consummation of the transactions contemplated by the Pinnacle Merger Agreement and the Voting and Contribution Agreement and the consummation of the transactions contemplated by such Voting and Contribution Agreement are transactions contemplated by this Agreement.

• Capitalized and certain other terms used in this Agreement and not otherwise defined have the meanings set forth in the Pinnacle Merger Agreement.

• Holding does not have any operations, has not generated any revenues and does not have any liabilities other than those incurred (a) in connection with the foregoing, (b) in association with the Pinnacle Merger as provided by the Pinnacle Merger Agreement and (c) in connection with the financing under the Pinnacle Senior Credit Facility and the Debt Commitment Letter.

• All conditions to closing contained in the Pinnacle Merger Agreement shall have been satisfied or waived by the appropriate party thereto.

• Pursuant to the terms and conditions of the Pinnacle Merger Agreement, Crunch Acquisition merged with and into Pinnacle, with Pinnacle as the surviving entity.

• Exhibit A Voting and Contribution Agreement Exhibit B Pinnacle Merger Agreement AGREEMENT AND PLAN OF MERGER dated as of April 17, 2000 (this "Agreement"), among PH CASINO RESORTS, INC., a Delaware corporation ("PHCR"), HARVEYS CASINO RESORTS, a Nevada corporation ("Harveys"), and HARVEYS ACQUISITION CORPORATION, a Nevada corporation ("Harveys Acq Corp").

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More Definitions of Pinnacle Merger Agreement

Pinnacle Merger Agreement means the Agreement and Plan of Merger, dated as of August 8, 2003, by and among Pinnacle Foods Holding Corporation, Crunch Holding, Crunch Acquisition Corp. and HMTF PF, L.L.C., in its capacity as representative.

Pinnacle Merger Agreement means the certain Plan of Merger dated as of March 28, 2003, by and among the MarkWest Merger Subsidiaries and the Pinnacle Merger Subsidiaries. Pinnacle Purchase Agreement means that certain Purchase Agreement dated as of March 24, 2003, among Energy Spectrum Partners LP, a Delaware limited partnership, PNG Corporation, a Delaware corporation, MW GP, MW Limited, and the MLP. Pinnacle Merger Subsidiaries means, collectively, Pinnacle Natural Gas Company, a Texas corporation, Pinnacle Pipeline Co., a Texas corporation, PNG Transmission Company, Inc., a Texas corporation, PNG Utility Company, a Texas corporation, and Bright Star Gathering, Inc., a Texas corporation. Pro Rata Share means, at any date of determination, for any Lender with respect to a particular Facility, the percentage (carried out to the ninth decimal place) that its Committed Sum for such Facility bears to the aggregate Committed Sums of all Lenders for such Facility. Facility means any of the Acquisition Subfacility, the Working Capital/Distribution Subfacility, and the Term Loan Facility.

Pinnacle Merger Agreement means the Agreement and Plan of Merger, by and among Pinnacle Foods Holding Corporation ("PFHC"), Crunch Holding Corp., Crunch Acquisition Corp. and HMTF PF, LLC.