Cash-Out Merger Sample Clauses

Cash-Out Merger. The Buyer shall, within ninety (90) days following the Closing Date, cause the Company to enter into a merger agreement with, and effect a merger of the Company with, the Buyer or a corporation, limited liability company or similar business entity that is wholly-owned by the Buyer (the “Cash Out Merger”). In the Cash Out Merger, each share of the Company’s common stock issued and outstanding immediately following the Closing other than those shares held by the Buyer (the holders of such shares, the “Minority Shareholders”) shall be converted into the right to receive from the Buyer an amount in cash equal to no less than the Per Share Purchase Price (the “Per Share Merger Consideration”). The Buyer shall, promptly following the closing of the Cash Out Merger, deliver to each Minority Shareholder notification of the Cash Out Merger, which notification shall include adequate explanation for the Minority Shareholder to understand the transaction, his/her/its entitlement to the Per Share Merger Consideration and how to receive the Per Share Merger Consideration. The Buyer shall cause the Per Share Merger Consideration to be paid to a Minority Shareholder in cash (by wire transfer or check) promptly following the delivery by such Minority Shareholder to the Buyer or its designee of such Minority Shareholder’s stock certificate (together with a signed certificate separate from assignment or other endorsement as reasonably requested by the Buyer) or affidavit of lost certificate (in a form reasonably acceptable to the Buyer), in either case representing the shares of the Company’s common stock held by such Minority Shareholder. No Minority Shareholder shall be required to pay a bond with respect to a lost stock certificate. The Per Share Merger Consideration shall not be subject to any adjustment or indemnification mechanism that results or could result in the Per Share Merger Consideration to be reduced to an amount that is less than the Per Share Purchase Price. Each Minority Shareholder is expressly a third party beneficiary of this Section 3.02, and is entitled to enforce the covenants of the Buyer pursuant to this Section 3.02 in any court or arbitration of appropriate jurisdiction.
Sample 1
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Cash-Out Merger. In the Cash-Out Merger, the sole consideration to be received for each issued and outstanding share of First SecurityFed Common Stock (other than Dissenting Shares) shall be the Cash Distribution. In the event of the Cash-Out Merger, Sections 3.01, 3.02 and 3.05 shall not be applicable.
Sample 1
Cash-Out Merger. A new Section 7(f) is hereby added to the Warrant, as follows:
Sample 1
Cash-Out Merger. The Purchaser agrees to use its best efforts to effect the merger of the Company into Purchaser or a subsidiary thereof within 180 days after the Closing Date and pursuant to such merger to pay $.70 per share to the holders of the outstanding shares of Common Stock of the Company held by stockholders of the Company other than the Purchaser or a subsidiary thereof.
Sample 1

Related to Cash-Out Merger

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • 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.

  • 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”).

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

  • 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.

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Merger Closing The Merger shall have been consummated.

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

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