Service Company Mergers definition

Service Company Mergers means the merger of Service Company A and Service Company B with and into the applicable Service Company Subs for aggregate consideration of not more than $10,600,000 (plus up to $2,000,000 to be paid to certain wardens and other employees of Service Company A and Service Company B), in each case in the form of the Borrower's common or preferred stock (other than Disqualified Stock) only, and otherwise on terms and conditions reasonably satisfactory to the Administrative Agent."
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Service Company Mergers means the merger of Service Company A (i.e., Prison Management Services, Inc., a Tennessee corporation) and Service Company B (i.e., Juvenile and Jail Facility Management Services, Inc., a Tennessee corporation) with and into the applicable Service Company Subs for aggregate consideration of not more than $10,600,000 (plus up to $2,000,000 to be paid to certain wardens and other employees of Service Company A and Service Company B), in each case in the form of the Company's common or preferred stock (other than Disqualified Stock) only.
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Service Company Mergers means the merger of Service Company A and Service Company B with and into the applicable Service Company Subs for
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Examples of Service Company Mergers in a sentence

  • Except as may be necessary in order to consummate, and as contemplated by, the Management Opco Merger and the Service Company Mergers, the Credit Parties will not permit any Consolidated Party or any other Subsidiary to substantively alter the character or conduct of the business conducted by such Person as of the Original Closing Date.

  • Section 8.10 of the Credit Agreement is hereby amended by adding, immediately following the words "affect the Lenders" in the last line thereof, the words "except, in the case of (b) only, as necessary to consummate the Management Opco Merger, the Service Company Mergers and the Change in Tax Status, as applicable.

  • Except as may be necessary in order to consummate, and as contemplated by, the Management Opco Merger and the Service Company Mergers, the Corporation shall not, and shall not permit any of its Subsidiaries to, engage in any business other than the financing, ownership and development of prisons and other correctional facilities and other businesses or activities substantially similar or related thereto.

  • Section 7.2 of the Note Agreement is hereby amended by adding to the beginning thereof the clause: "Except as may be necessary in order to consummate, and as contemplated by, the Management Opco Merger and the Service Company Mergers,".


More Definitions of Service Company Mergers

Service Company Mergers is hereby amended by adding the words "or Management Sub (with the applicable Service Company Sub or Management Sub as the servicing entity)" immediately following the words "applicable Service Company Subs" in the second line thereof. For the avoidance of doubt, to the
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Service Company Mergers means the mergers of Kite Construction, Inc., Kite Development Corporation and KMI Realty Advisors, Inc. into subsidiaries of the REIT as part of the Kite IPO Transactions, whereby the stockholders of such companies shall receive REIT Common Shares in such mergers in exchange for their shares of stock in such companies. Notwithstanding the foregoing, consistent with Section 6.2(b) of the Agreement, in the event any of the Other Merger Transactions are consummated, the number of REIT Common Shares issued in such Other Merger Transactions shall be included in the calculation of "Other Equity" pursuant hereto, and an appropriate adjustment shall be made (if necessary) to the calculations of Contributor Exchange Value pursuant to this Exhibit B to compensate for the issuance of REIT Common Shares in such Other Merger Transactions in lieu of the issuance of a corresponding number of Units under this Agreement.
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Service Company Mergers means the merger of Service Company A and Service Company B with and into CCA of Tennessee (with CCA of Tennessee as the surviving entity) on November 30, 2000.
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Related to Service Company Mergers

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

  • Service Company means any entity employed by the Custodian or the Distributor, including the transfer agent for the Fund(s), to perform various administrative duties of either the Custodian or the Distributor. In any case where there is no Service Company, the duties assigned hereunder to the Service Company will be performed by the Distributor (if any) or by an entity that has a contract to perform management or investment advisory services for the Fund(s).

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

  • MergerSub has the meaning set forth in the preamble hereto.

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

  • Bank Merger has the meaning set forth in Section 1.03.

  • Mergers has the meaning set forth in the Recitals.

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

  • Share Exchange has the meaning set forth in Section 2.1.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

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

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Merger Sub has the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

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

  • SSE means the Shanghai Stock Exchange.

  • CCC means Customer Care Centre

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

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