US Merger definition

US Merger has the meaning ascribed to such term in the recitals to this Agreement.

US Merger means the merger of Merger Sub with and into AbbVie pursuant to the Delaware General Corporation Law and the Delaware Limited Liability Act, with AbbVie being the surviving corporation of such merger, pursuant to the Delaware Merger Agreement. The following shall apply to this Agreement (but not to the Press Announcement):

US Merger means the merger to take place between Snow and US Target after the date hereof pursuant to the US Merger Document.

Examples of US Merger in a sentence

• The Company and U.S. Merger Partner intend to enter into an arrangement agreement (the “Arrangement Agreement”) dated the date of this Agreement with 9374-8572 Quebec Inc., a corporation existing under the laws of Québec (“CanCo Parent”), and CanCo Parent’s wholly-owned subsidiary, 9374-8572 Delaware Inc., a corporation existing under the laws of Delaware (“U.S. Merger Sub”).

• The execution and delivery of this Agreement by U.S. Merger Partner and the consummation by it of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of U.S. Merger Partner are necessary to authorize this Agreement or the transactions contemplated by this Agreement.

• Notwithstanding the foregoing, none of Topco, Technip, FMCTI, U.S. Merger Sub, the Exchange Agent or any other Person shall be liable to any former holder of Technip Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

• Notwithstanding the foregoing, none of Topco, Technip, FMCTI, U.S. Merger Sub, the Exchange Agent or any other Person shall be liable to any holder of a FMCTI Certificate or FMCTI Book-Entry Interests for FMCTI Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• The ninth sentence of Section 1.2(b) of the BCA is hereby deleted and replaced with the following: Subject to applicable Law, as of the FMCTI Effective Time, the managers of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the directors of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation.

• Werden, Market Delineation and the Justice Department’s Merger Guidelines, 1983 DUKE L.J. 514, 516 (noting that “[e]conomic theory does not require the delineation of markets, and most economists would not know how to begin to delineate one,” but going on to state that the U.S. Merger “Guidelines employ the concept of an ‘antitrust market,’ a market delineated for the sole purpose of antitrust analysis”).

• The Redomicile Transaction was effected pursuant to an Agreement and Plan of Merger, dated as of April 6, 2015, between Civeo US, Civeo US Merger Co, a Delaware corporation and wholly owned subsidiary of Civeo Canada (US Merger Co), and Civeo Canada.

• At the effective time of the merger, (i) US Merger Co was merged with Civeo US, with Civeo US surviving the merger as a wholly owned subsidiary of Civeo Canada, and (ii) each issued share of Civeo US common stock, other than those shares of Civeo US common stock held by Civeo US in treasury, was effectively transferred to Civeo Canada and converted into one common share, no par value, of Civeo Canada.

• As of the FMCTI Effective Time, all of the membership interests of U.S. Merger Sub held immediately prior to the FMCTI Effective Time shall automatically be converted into the right to receive one hundred fully paid and non-assessable shares of common stock, par value $0.01, of the FMCTI Merger Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the FMCTI Merger Surviving Corporation.

• Frankel, The Flawed Institutional Design of U.S. Merger Review: Stacking the Deck Against Enforcement, 2008 UTAHL.

More Definitions of US Merger

US Merger means the proposed merger between US Merger Sub and Livent in accordance with the Transaction Agreement. US Merger Sub means a Delaware corporation that will be formed after the date of the Transaction Agreement and that will ultimately be (but will not at any time prior to Scheme Implementation be) an indirect wholly-owned subsidiary of Arcadium Lithium and that is referred to as “U.S. Merger Sub” in the Transaction Agreement.

US Merger means the merger of Merger Sub with and into AbbVie pursuant to the Delaware General Corporation Law and the Delaware Limited Liability Act, with AbbVie being the surviving corporation of such merger, pursuant to the Delaware Merger Agreement.