Consequences of the proposed Merger Sample Clauses

Consequences of the proposed Merger. After completion of the proposed Merger, in the event set out in clause 9.1(i) above, this Agreement shall remain in place and the shareholders of the Merging Company shall be required to become a Party to this Agreement as Acceding Shareholders (prior to receiving any shares in the Merged Entity). In the event set out in clause 9.1(ii) above, this Agreement shall also remain in place and the shareholders of the Merging Company shall be required to become a Party to this Agreement as Acceding Shareholders (prior to receiving any shares in the Merged Entity), unless such Merger is a Material Control Merger, in which case this Agreement shall be terminated upon completion of the proposed Material Control Merger and the Shareholders shall enter into, if applicable, the new shareholders agreement negotiated with the shareholders of the remaining entities participating in the relevant Material Control Merger (or their respective shareholders), to the extent that such agreement has been approved (with the majority required for Shareholders Reserved Matters) by the Shareholders at the time of the approval of the relevant Material Control Merger and the same terms and conditions apply to all the Shareholders of the Company. A Merger is a “Material Control Merger” if the shareholders of the Merging Company (excluding for this purpose any direct or indirect shareholder in the Merging Company that is also a direct or indirect shareholder in the Company or an Affiliate of a direct or indirect shareholder in the Company) would acquire or keep holding, in aggregate, as a result of the transaction if consummated, shares representing more than 50% of the share capital of the Merged Entity post- transaction.
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Consequences of the proposed Merger. 44 10. TRANSFERS........................................................................................................45
Sample 1

Related to Consequences of the proposed Merger

  • Split Transactions You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount with cash or another card. This is called a “split transaction.” Some merchants do not permit split transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you would like charged to your Card. If you fail to inform the merchant you would like to complete a split transaction and you do not have sufficient available funds in your Account to cover the entire purchase amount, your Card is likely to be declined.

  • Consequences of Breach Without prejudice to any rights that may be available to the Principal/Owner under law or the Contract or its established policies and laid down procedures, the Principal/Owner shall have the following rights in case of breach of this Integrity Pact by the Tenderer(s)/Contractor(s) and the Tenderer/ Contractor accepts and undertakes to respect and uphold the Principal/Owner’s absolute right:

  • Real estate transactions You must sign the certification. You may cross out item 2 of the certification.

  • Non-Merger Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a Party, continue in full force and effect. Closing does not prejudice any right of one Party against another Party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

  • Consequences of Force Majeure If the Affected Party has taken all necessary steps towards mitigating the effect of a Force Majeure event, then:

  • Consequences of Default Upon the occurrence of any Event of Default, as defined in the Revenue Sharing Agreement:

  • Consequences of non-compliance If a beneficiary breaches any of its obligations under this Article, the grant may be reduced (see Article 43). Such breaches may also lead to any of the other measures described in Chapter 6.

  • Consequences of Events of Default and Corrective Action If an Event of Default occurs, the Province may, at any time, take one or more of the following actions:

  • INCOME TAX CONSEQUENCES OF ESTABLISHING AN XXX X. Traditional IRA Deductibility – If you are eligible to contribute to your Traditional IRA, the amount of the contribution for which you may take a tax deduction will depend upon whether you (or, in some cases, your spouse) are an active participant in an employer-sponsored retirement plan. If you (and your spouse if married) are not an active participant, your entire Traditional IRA contribution will be deductible. If you are an active participant (or are married to an active participant), the deductibility of your contribution will depend on your MAGI and your tax filing status for the tax year for which the contribution was made. MAGI is determined on your income tax return using your adjusted gross income but disregarding any deductible Traditional IRA contribution and certain other deductions and exclusions. Definition of Active Participant – Generally, you will be an active participant if you are covered by one or more of the following employer-maintained retirement plans.

  • PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

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