Acknowledgement of the Merger Agreement Sample Clauses

Acknowledgement of the Merger Agreement. Shareholder hereby acknowledges and agrees that Shareholder has received a draft of the Merger Agreement presented to Shareholder as in substantially final form and has reviewed and understood the terms thereof.
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Acknowledgement of the Merger Agreement. Stockholder hereby acknowledges and agrees that Stockholder has received and reviewed a draft of the Merger Agreement presented to Stockholder dated September 16, 2014, excluding all schedules and exhibits thereto.
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Acknowledgement of the Merger Agreement. Each Stockholder hereby acknowledges that it has timely received and read (a) a copy of this Agreement and the Merger Agreement; and (b) the information statement delivered to the unitholders or stockholders, as applicable, of Grede Holdings, Metaldyne and HHI, describing the Merger Agreement and the transactions contemplated thereby, including the Mergers and the Liquidation. Pursuant to the Merger Agreement (except for shares or units cancelled as provided in the Merger Agreement) (i) each issued and outstanding unit of Grede was converted into the right to receive 10.72363 validly issued, fully paid and nonassessable shares of the Company pursuant to Section 2.04(c) thereof, (ii) each issued and outstanding share of Metaldyne was converted into the right to receive 0.21399 validly issued, fully paid and nonassessable shares of the Company pursuant to Section 2.05(c) thereof, (iii) each issued and outstanding share of HHI was converted into the right to receive 1.67082 validly issued, fully paid and nonassessable shares of the Company pursuant to Section 2.06(c) thereof, (iv) each outstanding option to purchase units of Grede was converted into an option to acquire a number of shares of the Company as determined pursuant to Section 2.07(a)(i) thereof, (v) each outstanding option to purchase shares of common stock of Metaldyne was converted into an option to acquire a number of shares of the Company as determined pursuant to Section 2.08(a)(i) thereof and (vi) each outstanding option to purchase shares of common stock of HHI was converted into an option to acquire a number of shares of the Company as determined pursuant to Section 2.09(a)(i) thereof, in each case, in accordance with and subject to the terms and conditions of the Merger Agreement. Each Stockholder further acknowledges that it has waived any appraisal or dissenters’ rights available under any rule, regulation, statute, agreement, certificate of incorporation, bylaws or otherwise in connection with the Mergers.
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Related to Acknowledgement of the Merger Agreement

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee of the board of directors shall not: (i) (A) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company Recommendation (B) fail to include the Company Recommendation in the Proxy Statement, (C) approve, recommend or otherwise declare advisable or propose or resolve to approve, recommend or otherwise declare advisable (publicly or otherwise), any Acquisition Proposal, or (D) fail to publicly reaffirm the Company Recommendation within ten business days after Parent so requests in writing (provided, that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each material amendment to such Acquisition Proposal) (any action described in clauses (A) and (D) a “Change of Recommendation”); or (ii) Except as expressly permitted by, and after compliance with this Section 6.2(d), cause or permit the Company to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Company Requisite Vote is obtained, the board of directors of the Company (x) may make a Change of Recommendation and in connection therewith, approve, recommend or otherwise declare advisable, and enter into an Alternative Acquisition Agreement in connection with a Superior Proposal made after the date of this Agreement (if such Superior Proposal did not result from a material breach of Section 6.2(a) and such Superior Proposal is not withdrawn) or (y) may make a Change of Recommendation as a result of the occurrence of an Intervening Event, if, the board of directors of the Company determines in good faith, after consultation with its outside legal counsel, that failure to do so would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the board of directors of the Company shall not (i) in the case of clause (x) make a Change of Recommendation with respect to a Superior Proposal and authorize the Company to enter into any Alterative Acquisition Agreement or (ii) in the case of clause (y) make a Change of Recommendation unless: (i) the Company has notified Parent in writing that it intends to effect a Change of Recommendation, describing in reasonable detail the reasons for such Change of Recommendation (a “Recommendation Change Notice”) (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice, or update or amend public disclosures with respect thereto shall not constitute a Change of Recommendation for purposes of this Agreement), and if such proposed Change of Recommendation relates to an Acquisition Proposal, has provided copies of the most current version of all documents relating to such Acquisition Proposal, and if such proposed Change of Recommendation relates to an Intervening Event, such Recommendation Change Notice specifies the facts and circumstances of such Intervening Event; and (ii) (x) if requested by Parent, the Company shall have made its Representatives available to discuss and negotiate in good faith with Parent and its Representatives any proposed modifications to the terms and conditions of this Agreement during the three business days following the date on which the Recommendation Change Notice is delivered to Parent and (y) if Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three business day period, the board of directors of the Company shall have determined in good faith after consultation with its financial advisors and outside legal counsel, after considering the terms of such offer by Parent, that the failure to effect a Change of Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and that in the case of a Change of Recommendation with respect to an Acquisition Proposal, such Acquisition Proposal would continue to constitute a Superior Proposal if the changes offered by Parent were given effect, and that in the case of an Intervening Event, the board of directors of the Company still intends to effect a Change of Recommendation if the changes offered by Parent were given effect; provided that in the event the Acquisition Proposal is thereafter modified by the party making such Acquisition Proposal, the Company shall notify Parent in writing of such modified Acquisition Proposal and shall again comply with the requirements of this clause (ii).

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