CME Merger Agreement Sample Clauses

CME Merger Agreement. The Special Committee has determined that the terms of the Offer and this Agreement constitute a “Superior Proposal” (as defined in the CME Merger Agreement). The CME Merger Agreement was terminated in accordance with its terms other than a termination pursuant to Section 8.1(c)(i) thereof, and, at the time of such termination, CME did not have the right to terminate the CME Merger Agreement pursuant to Section 8.1(c)(i) of the CME Merger Agreement. Other than the payment of any CME Fee, if applicable, in accordance with the terms of the CME Merger Agreement, GFI and the GFI Subsidiaries have no further obligations or liability under the CME Merger Agreement that would be adverse in any material respect to GFI or the GFI Subsidiaries.
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CME Merger Agreement. (a) The CME Merger Agreement has been terminated pursuant to Section 8.1(b)(iii) (No Stockholder Approval) thereof. Other than the payment of any CME Fee and Section 6.3 (Access to Information; Confidentiality) and Article IX (General Provisions) thereof, if applicable, in accordance with the terms of the CME Merger Agreement, GFI and the GFI Subsidiaries have no further obligations or liability under the CME Merger Agreement that would be adverse in any material respect to GFI or the GFI Subsidiaries. (b) The IDB Purchase Agreement has been terminated pursuant to Section 7.1(b)(iii) (Other Transactions) thereof. Other than Section 5.1 (Access to Information; Confidentiality) and Article IX (General Provisions) thereof, GFI and the GFI Subsidiaries have no further obligations or liability under the IDB Purchase Agreement that would be adverse in any material respect to GFI or the GFI Subsidiaries.
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Related to CME Merger Agreement

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

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

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • 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.

  • 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.

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