Merger Option Sample Clauses

Merger Option. (i) From the date of the LOI until the Closing Date, or May 1, 2001, whichever is sooner, Buyer shall have the exclusive option, ("Option Period"), of merging with and into the Seller. (ii) From the Closing Date, or May 1, 2001, whichever is sooner, and for 10 months thereafter, Buyer shall have the right of first refusal for any proposed merger between Seller and a third party. (iii) For purposes of any proposed merger between Seller and Buyer, each share of the Buyer shall be converted into 30 shares of Seller. This ratio is based on Buyer's net assets (Cash plus Accounts Receivable less Accounts Payable) being in excess of $500,000 and the Buyer's year 2000 sales being approximately $1.5
Sample 1
Merger Option. Parent shall have in its sole discretion exercised the Merger Option.
Sample 1
Merger Option. In the event the Closing has not occurred prior to the End Date, Purchaser shall have the option, in its sole discretion, to elect to restructure the Transactions such that, in lieu of the asset purchase contemplated by this Agreement, Purchaser will purchase and acquire all of the issued and outstanding Seller Capital Stock via a merger (the "Merger Option"), in which case Purchaser and Seller shall enter into a definitive acquisition agreement for the purchase of all of the outstanding Seller Capital Stock by Purchaser or its designated Affiliate (an "Merger Agreement"), and any other instruments or documents of transfer required to effectuate the transactions contemplated by the Merger Option. Upon the exercise of such Merger Option, Seller and the Seller Stockholders shall cooperate in good faith with Purchaser to convert the structure of the acquisition contemplated by this Agreement from the asset purchase to an equity transaction, on substantially the same terms as those set forth in this Agreement (modified as needed to provide for a tax-free reorganization structured as a merger). In the event that the Merger Option is exercised by Purchaser, the End Date shall be extended automatically for an additional 90 days, and this Agreement shall not be terminable pursuant to Section 7.1(b) prior to such extended date unless Purchaser and Seller execute and deliver a Merger Agreement prior to such extended date.
Sample 1
Merger Option. Sellers agree that Buyer may, at its option and if permitted by applicable law, elect to structure the Acquisition as a cash merger of the Bank with a wholly-owned subsidiary of Buyer (the "Bank Merger") to be organized for the sole purpose of effectuating the Bank Merger, on financial terms the same as those set forth in the Agreement for the purchase by Buyer of the Stock. If Buyer elects to accomplish the Acquisition through the Bank Merger, Sellers agree: (a) to cause the Board of Directors of the Bank to approve the Bank Merger and to submit it to the stockholders of the Bank for their approval; (b) to vote the shares of Stock owned by them in favor of the Bank Merger; and (c) to take, or cause the Bank and its Board of Directors to take, all steps necessary to consummate the Bank Merger. Any such Bank Merger shall be accomplished pursuant to a merger agreement containing the same financial terms and substantially the same other terms and conditions as set forth in this Agreement.
Sample 1
Merger Option 
Sample 1

Related to Merger Option

  • Company Option “Company Option” shall mean an option to acquire shares of Company Common Stock from the Company, whether vested or unvested.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

  • Company Options “Company Options” shall mean all options to purchase Shares (whether granted by the Company pursuant to the Company Equity Plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted).

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • No Rights as Stockholder Until Exercise This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • No Rights as Shareholder Until Exercise This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.