Reincorporation Merger Agreement definition

Reincorporation Merger Agreement means the Agreement and Plan of Merger attached to this Agreement as Appendix I.
Sample 1Sample 2
Reincorporation Merger Agreement shall have the meaning set forth in the Recitals.
Sample 1Sample 2
Reincorporation Merger Agreement has the meaning specified in the preamble to this Agreement.
Sample 1Sample 2

Examples of Reincorporation Merger Agreement in a sentence

  • No person is entitled to appraisal or dissenter’s rights under the Delaware General Corporation Law or the Minnesota Business Corporation Act as a result of this Agreement, the Merger, the Reincorporation Merger Agreement, or the Reincorporation Merger.

  • Except as contemplated by the Reincorporation Merger Agreement, this Agreement and the Financing Letters, Leslie's Delaware has not engaged in any business activities of any type or kind whatsoever, or entered into any agreements or arrangements with any person or entity, or become subject to or bound by any obligation or undertaking.

  • No other corporate proceedings on the part of Leslie's Delaware are necessary to authorize the Reincorporation Merger Agreement and this Agreement and the transactions contemplated thereby and hereby.

  • The board of directors of Leslie's California has approved the Reincorporation Merger Agreement and has resolved to recommend to the shareholders of Leslie's California to vote to approve the principal terms of the Reincorporation Merger Agreement.

  • The Reincorporation Merger Agreement was adopted by the holders of Predecessor Common Stock (as defined below) at the 2021 annual meeting of the stockholders of the Predecessor Registrant held on May 26, 2021.

  • Leslie's Delaware has -------------------------------- all requisite corporate power and authority to execute and deliver the Reincorporation Merger Agreement and this Agreement and to consummate the transactions contemplated thereby and hereby.

  • Prior to the Effective Date, the certificate of incorporation of Leslie's Delaware shall be amended to increase the authorized number of shares of Leslie's Common Stock to the number of shares necessary to carry out the terms of the Reincorporation Merger Agreement.

  • Leslie's Delaware has not incurred, and ------------------- will not incur, directly or through any subsidiary, any liabilities or obligations, except those incurred in connection with its organization or with the negotiation of the Reincorporation Merger Agreement or this Agreement.

  • Additionally the Policy aims to increase actualized domestic and foreign direct investment in priority sectors and increase the contribution of the manufacturing sector to GDP.

  • Except as contemplated by the Reincorporation Merger Agreement and this Agreement, Leslie's Delaware has not granted any outstanding option, warrant, subscription or other right, or entered into any agreement or commitment which either (a) obligates Leslie's Delaware to issue, sell or transfer any shares of the capital stock of Leslie's Delaware or (b) restricts the transfer of, or otherwise encumbers, shares of Leslie's Common Stock.


More Definitions of Reincorporation Merger Agreement

Reincorporation Merger Agreement means the Agreement and Plan of Merger, by and among HomePlace Holdings and New HomePlace relating to the Reincorporation Merger. The Reincorporation Merger Agreement shall be substantially in the form contained in the Plan Supplement and shall be deemed incorporated herein by reference.
Sample 1
Reincorporation Merger Agreement means the Agreement of Merger dated as -------------------------------- of February 26, 1997 between Leslie's Poolmart, a California corporation, and Borrower.
Sample 1
Reincorporation Merger Agreement means the Agreement and Plan of Merger by and among Parent and Source Missouri, dated as of February 28, 2005 as amended on or prior to the Closing Date.
Sample 1
Reincorporation Merger Agreement means the merger agreement between Old HomePlace and New HomePlace, in such form as Old HomePlace, Waccamaw and the Creditors' Committee shall reasonably agree.
Sample 1

Related to Reincorporation Merger Agreement

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Merger Agreement has the meaning set forth in the Recitals.

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

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

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Company Merger has the meaning specified in the Recitals hereto.

  • 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.

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

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • 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.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • First Merger has the meaning set forth in the Recitals.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Business Combination Transaction means:

  • Second Merger 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.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).