Merger Entity definition

Merger Entity has the meaning set forth in the recitals.
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Merger Entity means, the Transferor Company and the Transferee Company individually, and “Merger Entities”, the two of them collectively;
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Merger Entity shall have the meaning ascribed thereto in Section 12(d);
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Examples of Merger Entity in a sentence

  • Except as set forth on Schedule 4.13, neither the SPE nor any of SPE Subsidiary, nor, to the knowledge of the SPE, any other party to the Franchise Agreement, is in breach or default of the Franchise Agreement, except for such breach or default that would not, individually or in the aggregate, reasonably be expected to have an SPE Merger Entity Material Adverse Effect.

  • Any and all Tax sharing agreements or arrangements to which the Merger Entity is a party shall be terminated as of the Closing Date.

  • Colorado Cooperative shall be the surviving entity (the "Surviving Colorado Cooperative Merger Entity").

  • Colorado Corporation shall be the surviving entity (the "Surviving Colorado Corporation Merger Entity").

  • Except for matters covered by insurance, there is no judgment, decree, injunction, rule or order of a Governmental Authority outstanding against such Forward REIT Merger Entity, its Forward REIT Merger Entity Subsidiaries or any officer, director, principal, managing member or general partner of any of the foregoing in their capacity as such, or which would reasonably be expected to have a Forward REIT Merger Entity Material Adverse Effect.

  • Other than the representations and warranties expressly set forth in this Article IV and any other agreement entered into in connection with the Formation Transactions to which it is a party, such Forward REIT Merger Entity shall not be deemed to have made any other representation or warranty in connection with this Agreement or the transactions contemplated hereby.

  • To the knowledge of such Forward OP Merger Entity, the hotel franchise agreement set forth on Schedule 4.13 (“Franchise Agreement”) is the only hotel franchise agreement in effect for any Property.

  • Each of the Pre-Formation Participants owning interests in each Forward OP Merger Entity shall have entered into the Lock-Up Agreement substantially in the form attached as Exhibit F.

  • To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Forward REIT Merger Entity Interests in respect of which such deduction and withholding was made.

  • Prior to the effective time of the merger contemplated hereby, neither such Forward REIT Merger Entity nor any of its Forward REIT Merger Entity Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property.


More Definitions of Merger Entity

Merger Entity has the meaning set forth in the definition of Reincorporation and shall include the Merger Entity’s successors and permitted assigns.
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Related to Merger Entity

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

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

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • MergerCo has the meaning set forth in the Preamble.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.