Recapitalization Merger definition

Recapitalization Merger see the recitals to this Agreement.
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Recapitalization Merger means the merger of Level 8 Systems, Inc. into its wholly owned subsidiary Cicero, Inc. substantially as filed with the Securities and Exchange Commission under Form S-4/A.
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Recapitalization Merger means the merger of Apollo LCA Acquisition Corp. with and into Living Centers of America, Inc. (renamed Paragon Health Network, Inc.).
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Examples of Recapitalization Merger in a sentence

  • The Company and the Parent shall promptly prepare and file with the SEC, as soon as practicable, a preliminary joint proxy statement (the "Proxy Statement") and S-4 relating to the Recapitalization Merger and the Merger as required by the Exchange Act and the rules and regulations thereunder.

  • The execution and delivery of this Agreement and the consummation of the Recapitalization Merger and the transactions contemplated hereby have been duly and validly authorized by its board of directors, and this Agreement has been adopted by the sole stockholder of Poolmart in accordance with Delaware Law and its certificate of incorporation and bylaws.

  • Hazardous waste defined as waste that posessubstantial or potential threat to public health and the environment.

  • No other corporate proceedings on the part of Poolmart are necessary to authorize this Agreement, the Recapitalization Merger and the transactions contemplated hereby.

  • The written release to the public by any party of --------- any information relating to the Recapitalization Merger shall be approved in advance by the other parties, which approval shall not be unreasonably withheld or delayed.

  • In the event of a Change of Control Recapitalization, Merger or Sale, the Company will provide the Warrantholder at least thirty (30) days notice of such event and thereafter the Company and Warrantholder will discuss in good faith what portion of the number of shares issuable hereunder have been earned or should be awarded in accordance with Appendix A.

  • One ASUW representative to the GPSS shall be an ASUW Student Senate representative.

  • This Section 7.2 shall have no effect upon any other obligation of the parties hereto, whether to be performed before or after the consummation of the Recapitalization Merger.

  • The Recapitalization Merger shall be consummated and the closing of the transactions contemplated by this Agreement (the "Closing") shall occur immediately upon the filing of the ------- Certificate of Merger with the Secretary of State of the State of Delaware (the date and time of such filing and Closing being referred to herein as the "Effective Date").

  • Defined contribution plansSTARLITE COMPONENTS LIMITED 2020-21 The Company's contribution to Provident Fund, Pension, Superannuation Fund and Employees State Insurance Fund are considered as defined contribution plans, as the Company does not carry any further obligations apart from the contribution made to the respective fund/scheme and are charged as an expense based on the amount of contribution required to be made.


More Definitions of Recapitalization Merger

Recapitalization Merger means the merger of Apollo LCA Acquisition Corp. with and into Living Centers of America, Inc. (the predecessor of the Company). "Securities Act" shall mean the Securities Act of 1933, as amended. "Stockholder Designee" shall mean a person designated for election to the Board of Directors by Apollo as provided in Section 4.1. "Voting Securities" shall mean (x) any securities entitled, or which may be entitled, to vote generally in the election of directors of the Company, (y) any securities convertible or exercisable into or exchangeable for such securities (whether or not the right to convert, exercise or exchange is subject to the passage of time or contingencies or both), or (z) any direct or indirect rights or options to acquire any such securities; provided that unexercised options granted pursuant to any employment benefit or similar plan and rights issued pursuant to any shareholder rights plan shall be deemed not to be "Voting Securities" (or to have Voting Power). 2 In addition, the following terms have the definitions specified in the Sections noted:
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Recapitalization Merger means the merger of ENI into the Parent, with the ----------------------- Parent being the surviving entity, assuming all obligations and liabilities of ENI. Recapitalization Merger Agreement means the Certificate of Ownership and --------------------------------- Merger dated November 5, 1997 between ENI and the Parent. Reference Rate means, at any time, the rate of interest then most recently -------------- announced by BofA at Chicago, Illinois as its reference rate. Replacement Note - means a promissory note, substantially in the form of ---------------- Exhibit A, with appropriate insertions, as the same may be amended, supplemented, replaced or otherwise modified from time to time. Replacement Notes means collectively the Replacement Note of each of the Banks.
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Recapitalization Merger means the merger of the Company with and into Phoenix Concrete Cutting, Inc., an Arizona corporation, with Phoenix Concrete Cutting, Inc. continuing as the surviving corporation.
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Recapitalization Merger is defined in the Third Whereas clause of this Agreement.
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Recapitalization Merger means the merger of FreightCar America with and into FCA Acquisition Corp., a Delaware corporation, with FCA Acquisition Corp. being the surviving corporation. Refunded Swing Line Loan - see Section 2.2.4(c).
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Recapitalization Merger has the meaning set forth in the preliminary statements to this Agreement.
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Related to Recapitalization Merger

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

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

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Reverse Split has the meaning set forth in Section 5.21.

  • 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.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, in the case of a spin-off, dividend or other distribution in respect of Shares, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Business Combination Transaction means:

  • Mergers has the meaning set forth in the Recitals.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • 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;

  • Reclassification means the upgrading of a position to a higher classification as a result of the gradual increase of the duties being performed by the incumbent in that position.

  • Corporate Event shall have the meaning specified in Section 14.01(b)(iii).

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]