Alternative Merger Sample Clauses

Alternative Merger. If counsel for the Company or Buyer determines within one business day after receipt of the Cash Consideration Notice that the closing condition in Section 7.5 would not be satisfied if the transaction were structured as the Merger but would be satisfied if the transaction were structured as described below and delivers a written notice to the other party of such determination and the reasons therefor, then the parties will restructure the transaction to provide for the merger of the Company with and into Merger Sub, whereupon the separate corporate existence of the Company shall cease and the Merger Sub will be the surviving corporation (the “Alternative Merger”). In the event that the Alternative Merger were to occur, at the Closing, the parties hereto shall cause the Alternative Merger to occur by filing an appropriate and mutually agreed upon Certificate of Merger (the “Alternative Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law. In the event the Company or Buyer notifies the other party of its counsel’s determination and its election to have the Alternative Merger rather than the Merger occur, the references throughout this Agreement (other than this Section 2.6) to the Merger shall be deemed to be references to the Alternative Merger, to the Certificate of Merger shall be deemed to be references to the Alternative Certificate of Merger, and the Surviving Corporation shall be the Merger Sub.
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Alternative Merger. With respect to any exchange provided for in this Agreement, Universal or Liberty, as the case may be, may, in lieu of such exchange, effect a transaction intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), of a member or members of the Universal Group or the Liberty Group, as the case may be, that owns LLC Shares by either (A) merging such member or members of the Universal Group or the Liberty Group, as the case may be (other than Universal or Liberty), with and into HSN (or, subject to HSN's consent, which consent shall not be unreasonably withheld and shall be exercised in good faith, with any direct wholly owned subsidiary of HSN) or (B) exchanging all of the issued and outstanding stock of such member or members of the Universal Group or the Liberty Group, as the case may be, for a number of shares of HSN Common Stock (or, in the case of Universal, shares of HSN Class B Stock as described in this Section), in the case of clause (A) or (B) as provided in this paragraph. It shall be a condition to HSN's obligation to effect any such merger or exchange that the representations set forth in Section 6.3 are true and correct, and the party hereto electing to effect such merger or exchange shall have agreed to indemnify HSN with respect to any liabilities of the Group member (regardless of materiality) pursuant to a customary indemnification agreement reasonably satisfactory to HSN. In the event that such condition cannot be satisfied, then Universal or Liberty, as the case may be, shall not be entitled to the right described in this paragraph and such exchange shall be effected as otherwise provided in this Agreement. In the case of a merger or exchange described in this paragraph, the Exchange Rate for each outstanding share of stock of the member of the respective Group shall be calculated by dividing the number of LLC Shares owned by such member of the respective Group by the number of shares of stock of such member issued and outstanding. The Exchange Rate shall be adjusted as contemplated by the definition thereof to include Other Property as applicable. HSN shall take all reasonable actions to cause any merger pursuant to clause (A) above to qualify as a statutory merger under state law and shall make all required tax filings in connection with such merger.
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Alternative Merger. In the event that Purchaser and any Affiliates shall acquire in the aggregate at least 50.1% of the outstanding shares of the voting capital stock of Johnxxxx, xxrsuant to the Offer or otherwise (including the purchase of the Additional Common Stock and Series A Preferred Stock pursuant to Article 3 of this Agreement), then as soon as practicable after the Closing the parties hereto shall, subject to the provisions of this Article 7, take all necessary and appropriate action to cause a wholly owned subsidiary of Purchaser to be merged with and into Johnxxxx, xxth Johnxxxx xx the surviving corporation (the "Alternative Merger") without a meeting of stockholders of Johnxxxx, xx accordance with the DGCL; such that each share of capital stock of the wholly owned subsidiary of Purchaser owned by Purchaser or its Affiliates shall be cancelled and cease to be outstanding.
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Alternative Merger. (a) If the Incorporation Restructuring is effected on or before the Closing, then subject to the terms and conditions of this Agreement, (i) before the Effective Time, the certificate of incorporation of PAI shall be amended and restated in the form of the Amended and Restated Certificate of Incorporation of PIMCO Advisors Inc. attached as Annex C; and (ii) at the Effective Time, (A) the certificate of incorporation of Opgroup shall be amended and restated in the form of the Amended and Restated Certificate of Incorporation of PAI Holdings Corp. attached as Annex D, and (B) XXXX shall be merged with and into PAI Holdings (formerly Opgroup) in accordance with this Agreement (the "Alternative Merger") and the separate corporate existence of XXXX shall thereupon cease. PAI Holdings shall be the surviving corporation in the Alternative Merger. The Alternative Merger shall have the effects specified in the DGCL. (b) The parties intend that the merger of XXXX into PAI Holdings shall constitute an integral part of the Incorporation Restructuring, that the contribution of Class A Units to PAI and the merger of TAG into PAI as provided in Annex E, and the merger of XXXX into PAI Holdings as provided in this Section 2.3, shall constitute integrated transfers of property to PAI by the holders of such Class A Units, the shareholders of TAG and the Opgroup Shareholders solely in exchange for stock in PAI, and that the transferors shall be in control of PAI within the meaning of Section 351 of the Code immediately after the exchange.
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Alternative Merger. At the election of DRI, after consultation with CNG, in lieu of the Second Merger described in Section 1.1 and pursuant to the terms and subject to the conditions of this Agreement, at the Effective Time of the Second Merger (as defined in Section 1.3), CNG shall be merged into DRI in accordance with the laws of the Commonwealth of Virginia and the State of Delaware. DRI shall be the surviving corporation in the Merger and shall continue its existence under the laws of the Commonwealth of Virginia and references herein to "Surviving Corporation" shall be deemed to refer to DRI. The effects and consequences of the Merger shall be as set forth in this Agreement and in Section 13.1-721 of the VSCA. Section I.3
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Alternative Merger. Section 1924(a) of the Pennsylvania Business Corporation Law provides that the affirmative vote of a majority of the votes cast by all shareholders (of each of the domestic business corporations that is a party to the merger) entitled to vote on a plan of merger and approval by the board of directors is sufficient to adopt a plan of merger. In the event that CRI Acquisition or its affiliates do not obtain at least 80% of the outstanding shares of Computer Research pursuant to the offer or otherwise, then, CRI Acquisition or its affiliate could effect a long-form, or conventional, merger with the approval of the board of directors and a majority of the shareholders of Computer Research, subject to compliance with the provisions of Section 1924(a) of the Pennsylvania Business Corporation Law. Pursuant to the Purchase Agreement, CRI Acquisition agreed that a long form merger may be effected if CRI Acquisition obtained more than 66 2/3% but less than 80% of the shares of Computer Research.
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Alternative Merger. (a) In the event that HBT does not deliver the IPO Notice and consummate an IPO by the 31st day of December, 2000, the parties hereby agree to take such actions as may be reasonable and necessary to effect an Alternative Merger of Newco with and into HBT on the following terms and conditions (the "ALTERNATIVE MERGER"): (i) Within five business days following December 31, 2000, the Board of Directors of HBT shall approve and cause the appropriate officers of HBT to amend HBT's Articles of Incorporation to authorize or designate shares of a class of Preferred Stock with the rights, preferences and privileges substantially in the form of EXHIBIT F attached hereto; (ii) Each of the parties hereto, as the shareholders of Newco, shall, if and to the extent deemed necessary, approve the Alternative Merger and the alternative Agreement of Merger in the form of EXHIBIT G attached hereto (the "ALTERNATIVE AGREEMENT OF MERGER"); (iii) HBT shall approve the Alternative Merger and the Alternative Agreement of Merger and shall have obtained, prior to the action described in (i) above, the approval of the Alternative Merger and the amendment to the HBT's Articles of Incorporation described in (i) above by HBT's shareholders. (iv) The appropriate officers of Newco and HBT shall execute and deliver and cause to be filed with the California Secretary of State, the Alternative Agreement of Merger and such certificates of approval and other documents, in such form as required by, and executed in accordance with the relevant provisions of, the CGCL, to effect the Alternative Merger; (v) Within 15 business days of December 31, 2000, Newco and HBT shall effect the Alternative Merger by filing the Alternative Agreement of Merger with the California Secretary of State pursuant to which Newco shall be merged with and into HBT and HBT shall be the surviving corporation in the Alternative Merger. (b) Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements contained herein, Newco will merge with and into HBT at the Alternative Effective Time (as defined in this CLAUSE (b)). The terms and conditions of the Alternative Merger and the mode of carrying the same into effect will be as set forth in this Agreement and the applicable provisions of the CGCL. As a result of the Alternative Merger, the separate existence of Newco will cease and HBT will continue as the surviving corporation and shall succeed to and assume all of the righ...
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Alternative Merger 
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Related to Alternative Merger

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Consolidation; Merger The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.

  • Effective Time of the Merger The Merger shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

  • Termination; Merger Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, Lessor shall, in the event of any such surrender, termination or cancellation, have the option to continue any one or all of any existing subtenancies. Lessor's failure within ten (10) days following any such event to make a written election to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Bank Merger Simultaneously with the Merger, Bryn Mawr Bank, will merge with and into WSFS Bank, with WSFS Bank as the Surviving Bank. Following the Bank Merger, the separate existence of Bryn Mawr Bank shall terminate. The Parties agree that the Bank Merger shall become effective simultaneously with the Merger. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in the form of Exhibit C (the “Subsidiary Plan of Merger”). In order to obtain the necessary regulatory approvals for the Bank Merger, the Parties shall cause the following to be accomplished prior to the filing of applications for regulatory approval of the Bank Merger: (i) Bryn Mawr shall cause the board of directors of Bryn Mawr Bank to approve the Subsidiary Plan of Merger, and Bryn Mawr, as the sole shareholder of Bryn Mawr Bank, shall approve the Subsidiary Plan of Merger and Bryn Mawr shall cause the Subsidiary Plan of Merger to be duly executed by Bryn Mawr Bank and delivered to WSFS; (ii) Bryn Mawr shall cause the board of directors of Bryn Mawr Bank to approve the conversion of Bryn Mawr Bank to a federal savings bank immediately prior to the Effective Time (the “Charter Conversion”) and to file an application for the Charter Conversion with the Office of the Comptroller of the Currency (the “OCC”); and (iii) WSFS shall cause the board of directors of WSFS Bank to approve the Subsidiary Plan of Merger, and WSFS, as the sole stockholder of WSFS Bank, shall approve the Subsidiary Plan of Merger and WSFS shall cause the Subsidiary Plan of Merger to be duly executed by WSFS Bank and delivered to Bryn Mawr. Prior to the Effective Time, Bryn Mawr shall cause Bryn Mawr Bank, and WSFS shall cause WSFS Bank, to execute and file applicable articles or certificates of merger, and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Merger.

  • Consolidation, Merger, etc In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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

  • CONSOLIDATION, MERGER AND SALE Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

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