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What is a Definitive Agreement?The Buyer and Seller, Price (per share, or lump sum for private companies), and Type of Transaction.Treatment of Outstanding Shares, Options, and RSUs and Other Dilutive Securities.Representations and Warranties.Covenants.Solicitation (No Shop vs.Financing.More items...
Survivor company means a demerging company which, on completion of a demerger, continues as a demerged company.
Merger Documents means the collective reference to the Merger Agreement, all material exhibits and schedules thereto and all agreements expressly contemplated thereby.
Merged Entity means, as appropriate, (a) the Company, if as a result of a Merger the shareholders of the Merging Company acquired Shares; (b) the Merging Company, if as a result of a Merger the Shareholders acquired shares in the Merging Company; or (c) the Newco Merged Entity, if as a result of a Merger the
A merger agreement definition is a legal contract governing the combination of two companies into a single business entity.Negotiating a Merger Agreement.Price and Consideration.Holdback or Escrow.Representations and Warranties.
Definition. A person or organization possessing separate and distinct legal rights, such as an individual, partnership, or corporation. An entity can, among other things, own property, engage in business, enter into contracts, pay taxes, sue and be sued.
A merger agreement (or definitive merger agreement) is the legal contract that is drawn up and signed by both parties when two companies merge. Its terms and conditions can be quite detailed, and it usually spells out several parameters regarding staffing actions to be implemented.
Surviving Entity means the entity that owns, directly or indirectly, after consummation of any transaction, substantially all of the Company's assets (as constituted immediately prior to such transaction).
The parties involved in a merger are of similar stature, size, and scale of operations. The acquiring company is larger and financially stronger than the target company. There is dilution of power between the involved companies. The acquiring company exerts absolute power over the acquired one.
Definitions. Merging entity means any entity that will be combined into a surviving entity upon the completion of the merger. Surviving entity means the entity that will remain in existence after the merger is complete.