Alternative Structure of Merger Sample Clauses

Alternative Structure of Merger. While it is currently contemplated that the Merger shall be effected through the merger of Buyer with and into Seller, Parent shall have the option, in its sole discretion and without requiring the further consent of Seller or Seller's Board of Directors or stockholders, to cause the Merger to be effected through an alternative transaction structure of Seller merging into Parent, with Parent being the Surviving Company (the "Alternative Merger"), in which case (i) each general partnership interest and limited partnership interest of Parent issued and outstanding immediately prior to the Effective Time shall be converted in the Merger into a corresponding general partnership interest or limited partnership interest, as the case may be, of the Surviving Company, (ii) the limited partnership agreement of Parent shall be the limited partnership agreement of the Surviving Company and (iii) the general partners and officers of Parent shall be the general partners and officers of the Surviving Company. Parent shall make such election by delivering to Seller a notice (the "Election Notice") electing to effect the Alternative Merger. The Election Notice shall be available for the inspection of any stockholder of Seller upon request during normal business hours. Any such election may be made only after the respective approvals of the Merger and the Partnership Merger by the stockholders of Seller and Seller Unit Holders and after satisfaction (or waiver by the parties entitled to the benefits thereof) of all other conditions to the consummation of the Merger set forth in Article 6. For purposes of this Agreement, (i) all references to the term "Merger" shall be deemed to include the Alternative Merger, except for such references contained in the second sentence of Section 1.6 and in this Section 1.11, and (ii) all references to the term "Surviving Company" shall be deemed to include Parent in its capacity as the surviving entity in the Alternative Merger. As part of the Proxy Statement and the Consent Solicitation Statement and in the manner required by applicable law, Seller shall describe the provisions of this Section 1.11. In the event the Alternative Merger is effectuated, the parties agree that for Federal income tax purposes, the Merger shall be treated as an asset acquisition by Parent, followed by a liquidation of Seller.
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Alternative Structure of Merger. While it is currently contemplated that the Merger shall be effected through the merger of the Company with and into Merger Sub, Parent shall have the option, in its sole discretion and without requiring the further consent of the Company or the Company's Board of Directors or stockholders, upon reasonable notice to the Company, to cause the Merger to be effected through an alternative transaction structure of Merger Sub merging with and into the Company, with the Company being the Surviving Company (the "ALTERNATIVE MERGER"), in which case (i) each limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Company, (ii) the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Company until thereafter amended as provided by Law, (iii) the Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Company until thereafter amended as provided by Law, the Certificate of Incorporation of the Surviving Company and such Bylaws, and (iv) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Company, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Company, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Company, in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal. Parent shall make such election by delivering to the Company a notice (the "ELECTION NOTICE") electing to effect the Alternative Merger. For purposes of this Agreement, (i) all references to the term "Merger" shall be deemed to include the Alternative Merger, except for such references contained in this Section 1.07, and (ii) all references to the term "Surviving Company" shall be deemed to include the Company in its capacity as the surviving entity in the Alternative Merger. In addition, Parent shall have the option, in its sole discretion and without requiring the further consent of the Company or the Company's Board of Directors or stockholders, upon reasonable notice...
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Alternative Structure of Merger. At the election of Millennium prior to December 21, 2001 and after concluding reasonably and in good faith that it would be obligated to take the actions described in Schedule 1.05 if the Merger was not restructured in the manner described in this Section 1.05, and with the prior written consent of COR which shall not be unreasonably withheld, the Merger may be structured so that COR shall be merged with and into Millennium with the result that Millennium shall be the "Surviving Corporation." If the Merger is so structured, (i) the inaccuracy of any representation or warranty of COR or Millennium, which representation or warranty is or becomes inaccurate directly or indirectly as the result of Millennium, rather than COR, being the Surviving Corporation, shall not be deemed to be a breach of such representation or warranty, (ii) the failure by COR or Millennium to perform or comply with a covenant or agreement: (A) that arose as a result of Millennium, rather than COR, being the Surviving Corporation (including any covenant contained in this Section 1.05), or (B) to the extent that the failure occurred directly or indirectly as a result of Millennium, rather than COR, being the Surviving Corporation, shall not be deemed to be a breach of or failure to comply with such covenant or agreement, (iii) any condition to the obligation of COR or Millennium to effect the Merger which is not satisfied, or any termination right that becomes available, directly or indirectly as a direct or indirect result of Millennium, rather than COR, being the Surviving Corporation, shall be deemed satisfied or unavailable, as the case may be, and (iv) the other provisions of this Agreement relating to the Merger (including without limitation Section 1.03 and 1.04) shall be deemed to be appropriately modified to reflect such alternative structure. Without limiting the foregoing, COR acknowledges and agrees that (A) in the event that the Merger is structured as set forth in this Section 1.05, the Millennium Voting Proposal shall be defined to also include the adoption of this Agreement and the approval of the Merger, and that the vote required thereby shall be the affirmative vote of the holders of a majority of the shares of Millennium Common Stock outstanding on the record date for the Millennium Meeting at which a quorum is present, and (B) it shall not have the right to withhold its consent to the structuring of the Merger as set forth in this Section 1.05 in whole or in part be...
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Related to Alternative Structure of Merger

  • Tax Treatment of Merger The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 354 and 361 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.5, and no Party shall take a position inconsistent with such treatment.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Effective Date of Merger Upon satisfaction or waiver (in accordance with the provisions of this Agreement) of each of the conditions set forth herein, the parties hereto shall execute and cause to be filed Articles of Combination, and/or such certificates or further documents as shall be required by the OTS, the Office of the Secretary of the OTS, and with such other federal or state regulatory agencies as may be required. Upon approval by the OTS, and endorsement of such certificates, the Merger and other transactions contemplated by this Agreement shall become effective. The Effective Date for all purposes hereunder shall be the date of such endorsement.

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • 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.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

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