Short Form Merger definition

Short Form Merger means a Merger in which one of the merging companies holds
Short Form Merger has the meaning set forth in Section 2.10.
Short Form Merger means a short form merger pursuant to Section 253 of the DGCL.

Examples of Short Form Merger in a sentence

  • Subject to the Company’s compliance with Section 2.02(c), the Maryland Short Form Merger Notice will be disseminated with the Offer Documents to holders of shares of Company Common Stock.

  • Preparation of Proxy --------------------------------------------------- Statement; Short Form Merger.

  • The Special Committee has received an opinion of ▇▇▇▇▇▇▇▇▇ & Company, Inc., financial advisor to the Special Committee (the “Company Financial Advisor”), to the effect that, as of November 22, 2009, the consideration to be paid pursuant to the Offer and the Short Form Merger is fair to the Company’s stockholders (other than Parent or its Affiliates) from a financial point of view.

  • The Merger Agreement complies with, and, if the Short Form Merger Threshold has been obtained, the Acquisition has been (or, if the Short Form Merger Threshold has not been obtained, will be at the time thereof) consummated in accordance with, all applicable laws.

  • In the event the Short Form Merger Threshold is not attained on or before the Closing Date, the Borrower and Acquirer shall extend the Tender Offer in accordance with Section 3.13 of the Merger Agreement by means of a Subsequent Offering Period (as defined in the Merger Agreement).


More Definitions of Short Form Merger

Short Form Merger has the meaning set forth in the RMT Transaction Agreement.
Short Form Merger is defined in the preambles to this Agreement.
Short Form Merger means a merger of a parent with its subsidiary effected without a meeting or vote of the stockholders of the subsidiary pursuant to Section 253 of the Act.
Short Form Merger means a short form merger pursuant to Section 10.006 of the Texas Act.
Short Form Merger has the meaning assigned to such term in Section 2.6.
Short Form Merger is defined in Section 2.8 of this Agreement.
Short Form Merger means (i) a Merger in which one of the merging companies holds issued shares that together represent at least 90% of the voting power of the outstanding shares of the other merging company or (ii) that subsidiaries of the same parent company holding 90% or more of the issued and outstanding shares of such respective subsidiaries merge with one another. "Short-form Share Exchange" means a parent company acquires, by way of a Share Exchange, its subsidiary company wherein at least 90% of the total number of the issued and outstanding shares of the subsidiary company are held by the parent company. "Solicitor" means any Member, a trust enterprise or a securities agent mandated by Member(s) who solicits an instrument of proxy from any other Member to appoint him/her/it as a proxy to attend and vote at a general meeting instead of the appointing Member pursuant to the Applicable Public Company Rules. "Special Resolution" means a resolution passed by a majority of not less than two- thirds of votes cast by such Members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as special resolution has been duly given. “Spin-off” refers to an act wherein a company transfers all of its independently operated business or any single independently operated business to an existing or a newly incorporated company as consideration for that existing company or that newly incorporated company to give shares, cash or other assets to the company or to shareholders of the company. "Short-form Spin-off" means a parent company effects a Spin-off with its subsidiary whose 90% or more of the total number of the issued and outstanding shares is held by the parent company and that the parent company is the transferee company assuming the business of the subsidiary, and such subsidiary acquires the total amount of consideration for the business transferred. "Statute" means the Companies Law (Revised) of the Cayman Islands, as amended, and every statutory modification or re-enactment thereof for the time being in force. “Subsidiary” and “Subsidiaries” means (i) a subordinate company in which the total number of voting shares or total share equity held by the Company represents more than one half of the total number of issued voting shares or the total share equity of such subordinate company; or (ii) a company in which the total number of shares or total share equity of ...