Subsidiary Mergers definition

Subsidiary Mergers means, collectively, the merger of Applied Professional Systems, Inc., a Delaware corporation, Technos Corporation, a New Hampshire corporation, and DataTrac Services Corporation, a Kansas corporation, with and into InfoCure Systems, with InfoCure Systems being the surviving entity.

Subsidiary Mergers has the meaning set forth in Section 2.05(b).

Subsidiary Mergers has the meaning set forth in the Recitals.

Examples of Subsidiary Mergers in a sentence

• Green Plains shall use reasonable best efforts to cause the Green Plains Common Stock issuable in the Merger and the VBV Subsidiary Mergers to be approved for listing on the Nasdaq Global Market, subject to official notice of issuance, as promptly as practicable after the date of this Agreement, and in any event prior to the Closing Date.

• The shares of Green Plains Common Stock issuable to holders of VBV Units as contemplated by this Agreement (including in connection with the VBV Subsidiary Mergers) shall have been approved for quotation on the Nasdaq Global Market.

• The obligations of VBV and the VBV Subsidiaries are joint and several with respect to the payment of the VBV Termination Fee and the termination fees payable under the merger agreements relating to the VBV Subsidiary Mergers.

• The Holding Company shall not issue any fractional shares pursuant to any of the Subsidiary Mergers or any of the Exchange Offers.

• No state takeover or similar statute or regulation is applicable to this Agreement or the transactions contemplated hereby, including the Merger and the VBV Subsidiary Mergers.

More Definitions of Subsidiary Mergers

Subsidiary Mergers has the meaning specified in Section 10.04(k).

Subsidiary Mergers means the OP Merger and the Montgomery Merger.

Subsidiary Mergers is defined in Section 4.14.

Subsidiary Mergers means and refer to the WE JAC Merger, the Lube Ventures Merger, the Miracle Industries Merger, the Rocky Mountain I Merger and the Rocky Mountain II Merger. "Tax Authority" shall mean a foreign or United States federal, state, or local Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax, as the context requires.

Subsidiary Mergers means the merger of Atlantic Bag and Paper Company and each Subsidiary owned directly by the Company (after giving effect to the Acquisition Merger) with and into the Company, with the Company as the surviving Person.

Subsidiary Mergers means, collectively, the following pursuant to the terms of the Subsidiary Merger Agreements, (a) the merger of Xxxxxxx of California, Inc. and The Xxxxxxx Leasing Corporation into Xxxxxxx, with Xxxxxxx as the surviving corporation, (b) the merger of Bangor Investment Company and Xxxxx'x Falls Corporation into Downeast Securities Corporation, with Downeast Securities Corporation as the surviving corporation, (c) the merger of Amoskeag Management Corporation, Crestfield Cotton Company and Downeast Securities Corporation into Fieldcrest, with Fieldcrest as the surviving corporation, (d) the merger of Fieldcrest Xxxxxx Transportation, Inc. into Fieldcrest Xxxxxx XX, Inc., with Fieldcrest Xxxxxx XX, Inc. as the surviving corporation, and Fieldcrest Xxxxxx XX, Inc. changing its name to Fieldcrest Xxxxxx Transportation, Inc., and (e) the Canadian Subsidiary Amalgamation.

Subsidiary Mergers means and refer to the WE JAC Merger, the Lube Ventures Merger, the Miracle Industries Merger, the Rocky Mountain I Merger and the Rocky Mountain II Merger. "Tax Authority" shall mean a foreign or United States federal, state, or local Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax, as the context requires. "Tax Returns" shall mean all returns (including information returns and amended returns), declarations, reports, claims for refunds, estimates and statements regarding Taxes, required to be filed under Applicable Laws. "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including without limitation, all net income, gross income, gross receipts, sales, use, value added, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, windfall profit, alternative or add on minimum, excise, estimated, severance, stamp, occupation, property or other taxes, customs, 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 Tax Authority. "Termination Damages" shall have the meaning provided in Section 21.3. "WE JAC Disclosure Letter" shall mean the Disclosure Letter dated of even date with this Agreement submitted by WE JAC to each of the other parties hereto in connection with the representations and warranties made by WE JAC herein.