Defined Terms the Merger Certain Related Matters Sample Clauses

Defined Terms the Merger Certain Related Matters. 1 Section 1.1 Certain Defined Terms 1 Section 1.2 The Merger 13 Section 1.3 Closing 13 Section 1.4 Effective Time 13 Section 1.5 Surviving Entity Constituent Documents 14 Section 1.6 CBOT Constituent Documents 14 Section 1.7 Directors 14 Section 1.8 Officers 15 Section 1.9 Effect on Capital Stock. 15 Section 1.10 Election Procedures. 17 Section 1.11 Treatment of CBOT Holdings Equity-Based Awards. 18 Section 1.12 Appraisal Rights 20 Section 1.13 Associated Rights 20 ARTICLE II EXCHANGE OF CERTIFICATES 20 Section 2.1 Surrender and Payment. 20 Section 2.2 [Reserved.] 22 Section 2.3 Lost Certificates 22 Section 2.4 Withholding Rights 23 Section 2.5 Further Assurances 23 Section 2.6 Affiliates 23 ARTICLE III REPRESENTATIONS AND WARRANTIES OF CBOT HOLDINGS AND CBOT 23 Section 3.1 Organization 23 Section 3.2 Subsidiaries. 24 Section 3.3 Capitalization; Membership Interests. 24 Section 3.4 Authorization; Board Approval; Voting Requirements. 26 Section 3.5 Takeover Statute; No Restrictions on the Merger. 27 Section 3.6 Rights Agreement 27 Section 3.7 Consents and Approvals; No Violations. 28 Section 3.8 SEC Reports; CBOT Holdings Financial Statements. 29 Section 3.9 Absence of Undisclosed Liabilities 29 Section 3.10 Form S-4; Joint Proxy Statement/Prospectus 30 Section 3.11 Absence of Certain Changes 30 Section 3.12 Litigation 30 Section 3.13 Compliance with Laws. 30 Section 3.14 Taxes. 32 Section 3.15 Real Property. 34 Section 3.16 Employee Benefit Plans and Related Matters; ERISA. 36 Section 3.17 Employees; Labor Matters 40 Section 3.18 Intellectual Property 41 Section 3.19 Contracts. 43 Section 3.20 Environmental Laws and Regulations 45 Section 3.21 Insurance Coverage 46 Section 3.22 Foreign Corrupt Practices and International Trade Sanctions 46 Section 3.23 Opinion of Financial Advisor 46 Section 3.24 Assets and Operations of CBOT Holdings. 46 Section 3.25 Brokers 46 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CME HOLDINGS 47 Section 4.1 Organization 47 Section 4.2 Subsidiaries. 47 Section 4.3 Capitalization. 48 Section 4.4 Authorization 49 Section 4.5 Consents and Approvals; No Violations. 50 Section 4.6 SEC Reports; CME Holdings Financial Statements. 51 Section 4.7 Absence of Undisclosed Liabilities 52 Section 4.8 Form S-4; Joint Proxy Statement/Prospectus 52 Section 4.9 Absence of Certain Changes 52 Section 4.10 Litigation 52 Section 4.11 Compliance with Laws 52 Section 4.12 Taxes. 54 Section 4.13 CME Holdings Leased Real Property. 56 Section 4.14 Employee ...
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Defined Terms the Merger Certain Related Matters 
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Related to Defined Terms the Merger Certain Related Matters

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Definitions and Related Matters SECTION 1.1

  • Conditions to Obligation of Parent to Effect the Merger The obligation of Parent to effect the Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions:

  • Capitalization and Related Matters (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment of the following conditions:

  • Certain Effects of the Merger At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Indiana, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

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

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

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

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