Recapitalization Merger definition

Recapitalization Merger see the recitals to this Agreement.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

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.

Recapitalization Merger means the merger of Apollo LCA Acquisition Corp. with and into Living Centers of America, Inc. (renamed Paragon Health Network, Inc.).

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.
No other corporate proceedings on the part of Poolmart are necessary to authorize this Agreement, the Recapitalization Merger and the transactions contemplated hereby.
The respective boards of directors of Leslie's Delaware and Poolmart deem it advisable for the mutual benefit of Leslie's Delaware and Poolmart, and their stockholder and stockholders, respectively, that Poolmart be merged with and into Leslie's Delaware (the "Recapitalization Merger") upon the terms and ----------------------- subject to the conditions set forth herein and in accordance with the Delaware Law.
The terms of this Section 8.3 shall ---------------------------- survive the consummation of the Recapitalization Merger at the Effective Date and shall continue without time limit.
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.
Leslie's Delaware and Poolmart are herein sometimes referred to as the "Constituent Corporations." Leslie's Delaware shall be the surviving corporation ------------------------ following the effectiveness of the Recapitalization Merger (sometimes referred to herein as the "Surviving Corporation").
The Recapitalization Merger shall occur immediately -------------- following the effective time of the Reincorporation Merger.
The respective representations and warranties of Leslie's California, Leslie's Delaware and Poolmart contained herein or in any certificate delivered pursuant hereto shall expire with, and be terminated and extinguished upon, consummation of the Recapitalization Merger, and thereafter none of Leslie's California, Leslie's Delaware or Poolmart or any officer, director or principal thereof shall be under any liability whatsoever with respect to any such representation or warranty.
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.
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.

More Definitions of Recapitalization Merger

Recapitalization Merger has the meaning set forth in the preliminary statements to this Agreement.

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.

Recapitalization Merger is defined in the Third Whereas clause of this Agreement.

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:

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.

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).