ALTERNATIVES TO THE MERGER Sample Clauses

ALTERNATIVES TO THE MERGER. The General Partners considered two primary alternatives to the merger: (1) the continued ownership of the Properties by the Partnership and (2) the sale of one or both of the properties by the Partnership and the distribution of the net proceeds of the sales to the Unitholders. CONTINUATION OF THE PARTNERSHIP
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ALTERNATIVES TO THE MERGER. The Special Committee considered the possible alternatives to the Offer and the Merger, including continuing to operate the Company as a publicly held entity and the risks and benefits associated therewith. The Special Committee discussed the significant uncertainties regarding the financial condition of anchor mall tenants such as JC Penney Company, Inc., Sears Xxxxxxx and Co. and Xxxxxxxxxx Xxxx & Co., Inc. The Special Committee also concluded that the beneficial ownership by Purchaser and the Westfield Affiliates of approximately 77.5% of the Shares effectively precluded the possibility of a third party bid that might offer the Company's shareholders a control premium for their Shares. In addition, based upon discussions between the Special Committee's financial advisor and Purchaser's financial advisor, the Special Committee concluded that Purchaser would not consider a liquidation of the Company or a sale of its Shares at this time.
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Related to ALTERNATIVES TO THE MERGER

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • Alternative Transactions As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

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

  • Alternative Transaction If the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with an Alternative Transaction in accordance with the provisions of the Support Agreement, then the Seller irrevocably covenants to support the completion of such Alternative Transaction, including, if applicable, by voting the Seller’s Securities in favour of any resolution or resolutions approving such Alternative Transaction; provided that the Company has determined that such Alternative Transaction would not result in a delay or time to completion materially longer than the Contemplated Transactions and is otherwise not materially prejudicial to the Shareholders.

  • Structure of the Merger Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

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