Subsidiary Merger Agreement definition

Subsidiary Merger Agreement means the Agreement and Plan of Merger by and between Premier Delaware and First Guaranty.

Subsidiary Merger Agreement means that certain Agreement and Plan of Merger, dated as of June 26, 2015, by and among, the Parent, Go RBMS Company, the Business Subsidiary, Alexander Lostetter and certain other Persons party thereto.

Subsidiary Merger Agreement is defined in the second recital.

Examples of Subsidiary Merger Agreement in a sentence

• City National’s Board of Directors has, by all appropriate action, approved this Agreement, the Subsidiary Merger Agreement and the Subsidiary Merger and authorized the execution hereof and of the Subsidiary Merger Agreement on its behalf by its duly authorized officers and the performance by City National of its obligations hereunder and under the Subsidiary Merger Agreement.

• The Parties to this Reorganization Agreement shall take all such action as shall be necessary or appropriate to effect the Subsidiary Merger pursuant to the terms, subject to the conditions and with the effects set forth in the Subsidiary Merger Agreement, at or as soon after the Effective Time of the Merger as is reasonably practicable.

• In rendering our opinion, we have examined and relied upon the accuracy and completeness of the facts, information, covenants and representations contained in originals or copies, certified or otherwise identified to our satisfaction, of the Agreement, the Registration Statement, the Subsidiary Merger Agreement and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

• CHC’s Board of Directors has, by all appropriate action, approved this Agreement and the Company Merger, and the Subsidiary Merger Agreement and Subsidiary Merger (on behalf of CHC as the sole shareholder of City National) and authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance by CHC of its obligations hereunder.

• Each party to this Subsidiary Merger Agreement agrees to treat the Subsidiary Merger for all income tax purposes as a reorganization qualifying under Section 368(a) of the Internal Revenue Code of 1986, as amended and hereby adopts this Subsidiary Merger Agreement as a result of execution hereof as a plan of reorganization within the meaning of Treasury Regulations Section 1.368-2(g).

• Public shall take all action necessary, in accordance with the DGCL, the Exchange Act and other applicable law and its certificate of incorporation and bylaws, to convene and hold a special meeting of the stockholders of Public (the "Public Stockholders Meeting") as promptly as practicable after the date hereof for the purpose of considering and voting upon the Subsidiary Merger Agreement and the issuance of shares of Superholdings Stock pursuant to the Parent Merger.

• Immediately following the Effective Time of the Merger, Premier Delaware and First Guaranty will execute the Subsidiary Merger Agreement.

• This Subsidiary Merger Agreement has been authorized and approved by the respective boards of directors of B&H Bank and SCB, by BHRB as the sole shareholder of B&H Bank and by SMMF as the sole shareholder of SCB.

• This Subsidiary Merger Agreement may be terminated at any time prior to the Subsidiary Merger Effective Time by the parties hereto.

• The Registration shall notify in writing applications under section 42 to the registered proprietor and each registered user (not being the applicant) under the registration of the trade mark.

More Definitions of Subsidiary Merger Agreement

Subsidiary Merger Agreement means the Subsidiary Merger Agreement by and between Union Trust and Waldoboro in substantially the form of Exhibit A hereto.

Subsidiary Merger Agreement has the meaning set forth in Section 2.05(a). “Subsidiary Merger Certificate” has the meaning set forth in Section 2.05(b). “Superior Proposal” has the meaning set forth in Section 6.06(e)(i). “Surviving Corporation” has the meaning set forth in Section 2.01(a). “Takeover Laws” has the meaning set forth in Section 5.01(m). “Tax” and “Taxes” means all federal, state, local or foreign taxes, charges, fees, levies or other assessments, however denominated, including, without limitation, all net income, gross income, commercial activity, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, property, environmental, unemployment and all other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority whether arising before, on or after the Effective Date and any transferee liability in respect of any such items. “Tax Returns” means any return, amended return, statement, form, claim for refund or other report (including elections, declarations, disclosures, schedules, estimates and information returns) with respect to any Tax, including any amendments thereof. “Tail Policy” has the meaning set forth in Section 6.18(b). “Termination Fee” has the meaning set forth in Section 8.02(b)(i).

Subsidiary Merger Agreement means that certain Agreement and Plan of Merger, dated as of June 26, 2015, by and among, the Parent, Go RBMS Company, the Business Subsidiary, Xxxxxxxxx Xxxxxxxxx and certain other Persons party thereto.

Subsidiary Merger Agreement has the meaning set forth in Section 2.05(a).