Long Form Merger Sample Clauses

Long Form Merger. In the event that Buyer shall acquire in the aggregate less than 90% but more than 66 2/3% of the outstanding shares of the voting capital stock of the Company, pursuant to the Offer or otherwise (including the purchase of the Seller Shares pursuant to this Agreement), then, as soon as practicable after the acquisition of Shares in the Offer the parties hereto shall, subject to the provisions of this Section 7, take all necessary and appropriate action to cause a corporation wholly owned by Buyer to be merged with and into the Company, with the Company as the surviving corporation, in accordance with the Applicable Law; such that each share of capital stock of the corporation wholly owned by Buyer shall be cancelled and cease to be outstanding and each share of the Company Common Stock shall be exchanged for cash consideration equal to the Offer Price.
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Long Form Merger. If SUB does not purchase Shares pursuant to the Offer due to the failure solely of the 90% Minimum Condition to have been satisfied, then the parties shall, subject to section 6, consummate the Merger pursuant to section 2 in accordance with the provisions of section 251 of the GCL (a "Long Form Merger"). The period after the termination of the Offer and during which this agreement remains in effect shall be referred to hereinafter as the "Extension Period". 1.4 Board of Directors and Committees; Section 14(f). (a) Promptly upon the purchase by SUB of Shares pursuant to the Offer or the Majority Shares pursuant to the Stockholders Agreement (unless as a result of such Purchase SUB owns at least 90% of the Shares then outstanding) and from time to time thereafter, and subject to the last sentence of this section 1.4(a), SUB shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the board of directors of HK as will give SUB representation on the board equal to the product of the number of directors on the board (giving effect to any increase in the number of directors pursuant to this section 1.4) and the ratio that the combined voting power of the Shares so purchased bears to the total combined voting power of all outstanding Shares on a fully-diluted basis, and, upon request by SUB, HK shall use its best efforts either, at HK's election, to increase promptly the size of the board or to secure promptly the resignation of such number of directors as is necessary to enable SUB's designees to be elected to the board and to cause SUB's designees to be so elected. At such times, and subject to the last sentence of this section 1.4(a), HK will use its best efforts to cause persons designated by SUB to constitute the same percentage as is on the board of each committee of the board. Notwithstanding the foregoing, HK shall use its best efforts to ensure that two of the members of the board as of the date hereof shall remain members of the board until the Effective Time (as defined in section 2.2), and Parent and SUB shall not remove such members and, if necessary, shall vote to keep such members on the board. (b) HK's obligation to appoint designees to its board shall be subject to section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder. HK 4 5 shall promptly take all action required pursuant to such section and Rule in order to fulfill its obligatio...
Sample 1
Long Form Merger. In the event that Buyer shall acquire in the aggregate less than 80% but more than 66 2/3% of the outstanding shares of the voting capital stock of the Company, pursuant to the Offer or otherwise (including the purchase of the Seller Shares pursuant to this Agreement), then, as soon as practicable after the acquisition of Shares in the Offer the parties hereto shall, subject to the provisions of this Section 7, take all necessary and appropriate action to cause either (i) a corporation wholly owned by Buyer to be merged with and into the Company or (ii) Buyer to be merged with and into the Company, with in each such case the Company as the surviving corporation, in accordance with the Applicable Law; such that each share of capital stock of the corporation wholly owned by Buyer shall be cancelled and cease to be outstanding and each share of the Company Common Stock shall be exchanged for cash consideration equal to the Offer Price."
Sample 1

Related to Long Form Merger

  • Short-Form Merger If, after the consummation of the Offer and any exercise of the Top-Up Option, the number of Shares beneficially owned by Parent, Merger Sub and Parent’s other Subsidiaries collectively represent at least 90% of the then outstanding Shares, Parent shall cause Merger Sub to, and the Company shall execute and deliver such documents and instruments and take such other actions as Parent or Merger Sub may request, in order to cause the Merger to be completed as promptly as reasonably practicable as provided in Section 253 of the DGCL, and otherwise as provided in Article II below.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • 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:

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • 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.

  • 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”).

  • 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.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

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