Merger Criteria Sample Clauses

Merger Criteria. Pursuant to Rule 419 under Regulation C of the Securities Act of 1933, as amended ("Rule 419"), the fair market value of Coffee must represent at least 80% of the maximum offering proceeds of Transpacific 's initial public offering, i.e., Coffee's fair market value must be at least $14,400 (80% x $18,000). If the fair market value of Coffee is determined by Transpacific to be less than $14,400 on the Effective Date, this Agreement shall terminate immediately.
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Merger Criteria. Pursuant to Rule 419 under Regulation C of the Securities Act of 1933, as amended ("Rule 419"), the fair market value of MPC must represent at least 80% of the maximum offering proceeds of AC 's initial public offering, i.e., MPC's fair market value must be at least $28,000 (80% x $35,000). If the fair market value of MPC is determined by AC to be less than $28,000, this Agreement shall terminate immediately.
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Merger Criteria. Pursuant to Rule 419 under Regulation C of the Securities Act of 1933, as amended ("Rule 419"), the fair market value of PES must represent at least 80% of the maximum offering proceeds of FSI 's initial public offering, i.e., PES's fair market value must be at least $40,000 (80% x $50,000). If the fair market value of PES is determined by FSI to be less than $40,000, this Agreement shall terminate immediately.
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Related to Merger Criteria

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Effects of Merger The Merger shall have the effects provided in this Agreement and as set forth in the DGCL.

  • Recognition of U.S. Special Resolution Regimes (a) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States of America or a State of the United States of America. (b) In the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Right under this Agreement that may be exercised against such Covered Party is permitted to be exercised to no greater extent than such Default Right could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States of America or a State of the United States of America.

  • Transactions and Terms of Merger 1 1.1 Merger...............................................................1 1.2 Time and Place of Closing............................................1 1.3

  • Attachment; Levy; Restraint on Business (a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary), or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business;