Target Merger Agreement definition

Target Merger Agreement means that certain Agreement and Plan of Merger dated as of March 13, 2008, by and among Biomed Healthcare, Inc., Holdings, Target and Target Owner.
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Target Merger Agreement has the meaning provided in the Recitals to this Agreement.
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Target Merger Agreement shall have the meaning given to such term in the Investment Agreement.
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Examples of Target Merger Agreement in a sentence

  • Since December 31, 2007, there has been no event or circumstance that has had or could reasonably be expected to have a Company Material Adverse Effect (as such term is defined in the Target Merger Agreement).

  • No provision of the Target Merger Agreement shall have been altered, amended, waived or otherwise changed or supplemented in a manner that could reasonably be expected to be materially adverse to Administrative Agent and/or the other Lenders or materially affect Administrative Agent’s or the other Lenders’ rights or remedies hereunder or under the other Loan Documents.

  • He said that the Finance and ICT Directorate was currently putting in place fourth and fifth tier structures and additional ICT support would require substantial investment at a time when EA faced significant pressures.

  • The Company shall at the Investor’s request keep the Investor updated regarding the status of the Target Acquisition, including progress toward the satisfaction of the closing conditions set forth in the Target Merger Agreement.

  • The Company shall furnish to the Investor information regarding the Target Acquisition as is reasonably requested by the Investor from time to time, subject to any limitations under the Target Merger Agreement.

  • The cash portion of the purchase price paid by the Borrower in connection with the Target Acquisition shall not be greater than $600,000,000 and the remainder of the purchase price shall be paid for in the form of newly issued or existing common stock of the Borrower in accordance with the terms and conditions of the Target Merger Agreement.

  • Except as set forth on Schedule 5.18 , neither any Loan Party nor any Subsidiary has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the transactions contemplated under the Loan Documents or the Target Merger Agreement.

  • The Target Acquisition shall have been consummated, or will be consummated substantially simultaneously with the Subsequent Closing, in each case, in accordance with the terms and conditions of the Target Merger Agreement.

  • The transactions contemplated by the Target Merger Agreement shall have been consummated pursuant to the terms and conditions thereof, as such terms and conditions are set forth in the execution version delivered to the Seller on the date hereof.

  • Receipt by the Administrative Agent of favorable opinions of (i) Xxxxxx & Bird LLP, counsel to the Loan Parties, (ii) any local counsel to the Loan Parties and (iii) Fox Rothschild LLP, counsel to Target delivered pursuant to Section 10.01(h) of the Target Merger Agreement, in each case, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonable satisfactory to the Administrative Agent.


More Definitions of Target Merger Agreement

Target Merger Agreement has the meaning provided in the preliminary statements hereto.
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Target Merger Agreement means that certain Agreement and Plan of Merger dated as of March 13, 2008, by and among Biomed Healthcare, Inc., Holdings, Target and Target Owner. “ Target Merger Documents ” means the Target Merger Agreement and each of the other documents, instruments and agreements executed and delivered in connection with the Target Merger. “ Target Owner ” means Parallex, LLC, a Delaware limited liability company. “ Taxes ” has the meaning set forth in Section 3.01(a) . “ Term Loan ” has the meaning specified in Section 2.01(b) . “ Term Loan Commitment ” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrowers pursuant to Section 2.01(b) and the other terms and conditions of this Agreement, in the principal amount set forth opposite such Lender’s name on Schedule 2.01 , as such amounts may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Loan Commitments is $35,000,000. “ Term Loan Lender ” means, as of any date of determination, any Lender holding a Term Loan Commitment or any portion of the then-outstanding Term Loan. “ Term Loan Maturity Date ” means April 4, 2013. “ Term Note ” has the meaning set forth in Section 2.11 . “ Termination Date ” means the date that (i) all Obligations (other than contingent obligations in respect of Secured Hedge Agreements) have been fully and indefeasibly paid in full and (ii) no commitments or other obligations of any Lender to provide funds to the Borrowers remain outstanding. “ Termination Value ” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender). “ Total Consideration ” means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount...
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Related to Target Merger Agreement

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

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

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

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

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

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

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

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

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

  • 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.

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

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

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

  • 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.

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

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

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

  • Parent Agreement has the meaning given to it in Clause 12;

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Second Effective Time has the meaning specified in Section 2.02.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Effective Time has the meaning set forth in Section 2.2.

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

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

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