Alternative Transaction Structure. If (a) following the consummation of the Offer, either (x) the Parent Stockholders Meeting has occurred and at such meeting (or any adjournments thereof), the Parent Stockholder Approval is not obtained or (y) the Parent Stockholder Approval has not been obtained prior to the 45th day after the Registration Statement is declared effective by the SEC (or, if there shall exist at such time any injunction or other order (whether temporary, preliminary or permanent) which prohibits, restrains, enjoins or restricts Parent from holding the Parent Stockholders Meeting or a stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, by not later than the 30th day after such 45th day) or (b) all three of the following have occurred: (i) the Offer is terminated pursuant to Section 1.1(b), (ii) the Parent Stockholders Meeting has occurred and at such meeting (or any adjournments thereof) the Parent Stockholder Approval is not obtained and (iii) the Parent stockholders described in Section 6.1(d) shall not have voted (by proxy or in person) the greater of (A) 95% of the shares of Parent Common Stock beneficially owned by such entities and their affiliates as of the date hereof (which Parent represents to be approximately 39% of the outstanding voting power as of the date hereof) and (B) such number of shares so owned by such entities on the record date for the Parent Stockholders Meeting in favor of the Parent Stockholders Approval, the Parent Stockholders Approval shall not be a condition to consummation of the Merger, and the Merger Consideration to be received in respect of shares of Company Common Stock in the Merger pursuant to Section 2.6 shall be modified as set forth in Section 2.14 (the "Cash Alternative Structure").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Morton Acquisition Corp), Agreement and Plan of Merger (Rohm & Haas Co), Agreement and Plan of Merger (Rohm & Haas Co)
