by Acquiror if Sample Clauses

by Acquiror if. (i) due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in ANNEX A hereto, Acquiror Sub shall have (A) terminated the Offer without having accepted any Shares for payment thereunder or (B) failed to pay for Shares pursuant to the Offer within 90 days following the commencement of the Offer, unless any such termination or failure listed above shall have been caused by or resulted from the failure of Acquiror or Acquiror Sub to perform in any material respect any covenant or agreement of either of them contained in this Agreement or the material breach by Acquiror or Acquiror Sub of any representation or warranty of either of them contained in this Agreement; or (ii) prior to the purchase of Shares pursuant to the Offer, (A) the Target's Board of Directors shall have failed to recommend or withdraws its approval or recommendation of this Agreement, the Offer or the Merger or shall have resolved to do so, (B) shall have recommended to the shareholders of the Target, or entered into, or publicly announced its intention to consummate, an agreement or agreement in principle with respect to any Superior Proposal or resolved to do so, or (C) a cash tender offer or exchange offer for fifty percent (50%) or more of the outstanding shares of capital stock of the Target is commenced (other than by Acquiror or its affiliates) and the Target's Board of Directors fails to recommend against the shareholders of the Target tendering their shares into such tender offer or exchange offer; (D) the Target shall have breached any of its obligations under Section 6.05 in any material respect, and such breach shall have had a material adverse impact on the consummation of the Transactions; (E) the board of directors of the Target shall exempt any other person from the provisions of Section 203 of Delaware Law or the Florida Control-Share Acquisition Law; or (F) any person shall have become an "Acquiring Person" under the Rights Plan, or the Board of Directors shall have taken action excluding a person from becoming an Acquiring Person who, in the absence of such Board action, would otherwise be an Aquiring Person under the Rights Plan; or
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by Acquiror if. (i) due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A hereto, Acquiror Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement, (B) terminated the Offer without having accepted any Shares for payment thereunder or (C) failed to pay for Shares pursuant to the Offer within 90 days following the commencement of the Offer, unless any such failure listed above shall have been caused by or resulted from the failure of Acquiror or Acquiror Sub to perform in any material respect any covenant or agreement of either of them contained in this Agreement or the material breach by Acquiror or Acquiror Sub of any representation or warranty of either of them contained in this Agreement; or (ii) prior to the purchase of Shares pursuant to the Offer, (A) the Target's Board of Directors withdraws its recommendation of this Agreement or the Merger or shall have resolved to do so, (B) shall have recommended to the shareholders of the Target any Superior Proposal or resolved to do so, or (C) a tender offer or exchange offer for 50% or more of the outstanding shares of capital stock of the Target is commenced (other than by Acquiror or its affiliates) and the Target's Board of Directors fails to recommend against the shareholders of the Target tendering their shares into such tender offer or exchange offer; or
Sample 1

Related to by Acquiror if

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Merger Closing The Merger shall have been consummated.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

  • By Parent Parent and Merger Sub shall give prompt notice to the Company in writing of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or Section 7.3(b) would not be satisfied.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

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