Merger Procedure Sample Clauses

Merger Procedure. (a) If the Stockholder makes a Merger Election, it shall within 30 days after doing so submit a notice to the Company setting forth the material terms and conditions upon which it would propose to acquire the Voting Securities not Beneficially Owned by it and its Affiliates (the "Merger Proposal"). After the Merger Election, the Company shall promptly establish a committee of the Board of Directors (the "Special Committee") composed of only, and at least three (3), Independent Directors as determined by a Majority Vote, which shall have the authority to consider, review, and negotiate the terms of, and to make a recommendation to the full Board of Directors regarding, the Merger Proposal, and to retain, at the Company's expense, counsel, financial advisors and other advisors, and to take such other actions customarily delegated to a committee of independent directors in similar circumstances. If the Stockholder submits a Merger Proposal, the Stockholder and the Special Committee shall negotiate in good faith and use their best efforts to agree upon the terms of a merger at the earliest practicable date consistent with the Special Committee's fiduciary duties. (i) If the Stockholder and the Company do not enter into a definitive merger agreement within six (6) months of the establishment of the Special Committee, on the third day after the six month anniversary of the establishment of the Special Committee (the "Initiation Date"), the Company will designate an investment banking firm of recognized national standing (the "Company's Appraiser") and the Stockholder will designate an investment banking firm of recognized national standing (the "Parent's Appraiser"), in each case to determine the "Merger Value". The Stockholder acknowledges and agrees that the consideration that would constitute the Merger Value is the price per share of Voting Securities that an unrelated third party would pay if it were to acquire all outstanding shares of Voting Securities (other than the shares held by the Stockholder and its Affiliates) in one or more arm's-length transactions, assuming that the Shares were being sold in a manner designed to attract all possible participants. Each of the investment banking firms referred to herein will be instructed to determine the Merger Value in this manner. (ii) Within thirty (30) days after the Initiation Date, the Company's Appraiser and the Parent's Appraiser will each determine its initial view as to the Merger Value and consult wit...
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Merger Procedure. 4.4.1 Upon Effective Date, TRC shall be merged with and into Hartan in accordance with this Agreement. Upon the Effective Date, Hartan shall be the surviving corporation of the merger by and between TRC and Hartan. Upon the Effective Date, the separate existence and corporate organization of TRC shall cease, except insofar as it may be continued by statute. The identity, existence, powers, rights and immunities of Hartan shall continue unaffected. 4.4.2 On the Effective Date, the Articles of Incorporation and Bylaws of Hartan shall become the Articles of Incorporation and Bylaws of the surviving corporation and shall thereafter continue to be Hartan's Articles of Incorporation and Bylaws until changed as provided by law and in accordance with said documents. 4.4.3 The new directors and officers of Harvest (required pursuant to this Agreement) shall become the directors and officers of Hartan as of the Effective Date. 4.4.4 Except as otherwise provided herein, upon the Effective Date, Hartan shall be obligated to perform and/or pay all obligations and liabilities of TRC which obligations and liabilities Hartan expressly assumes and agrees to perform or pay, subject to the effectuation of the merger contemplated herein. Also, upon the Effective Date, Hartan will possess all property, real, personal and otherwise, owned by TRC (in addition to any such property owned by Hartan immediately prior to the Effective Date).
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Merger Procedure. Upon execution of this Plan and Agreement of Merger, it shall be filed by ICBS with the Secretary of State of the ICBS in accordance with Sec. 30-1-1101 of the Delaware Code and by Xxx Xxxx with the Secretary of State of the State of Nevada in accordance with Sec. 607.1109, 608.4382 and/or 620.203, of the Florida Statutes and recorded in accordance with laws, which may apply to mergers within their respective states.
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Merger Procedure. 2.1 Applications for state registration of termination of the Merged Company’ operations in connection with the merger thereof with the Surviving Company shall be filed by the Spinning-off Company with an agency carrying out the state registration of legal entities after repeated publication of the notice on reorganization in mass media that are used for disclosure of information about the state registration of the legal entities made pursuant to clause 2.2 hereof. 2.2 Based on reorganization decisions, the Spinning-off Company shall inform an agency carrying out the state registration of legal entities about the commencement of reorganization procedure within three business days after taking reorganization decision by the Spinning-off Company and the Surviving Company. After entering into the Uniform State Register of Legal Entities a record stating the commencement of reorganization procedure, the Spinning- off Company shall, on its behalf and on behalf of the Surviving Company, release two notifications about the reorganization with one month interval by placing them in mass media used for disclosure of information about registration of legal entities. 2.3 The creditors’ demands shall be satisfied out of the assets owned by the Surviving Company and the Merged Company separately and after entering a record on the termination of the respective Merged Company’s operations into the Uniform State Register of Legal Entities – out of the of assets owned by the Surviving Company. 2.4 As regards redemption of the Surviving Company’s shares: 2.4.1 Redemption demands of shareholders shall be accepted by the Surviving Company from shareholders of the Surviving Company entitled as per current legislation to demand such redemption based on records existing in the registers of the Surviving Company shareholders at the date when a list of persons entitled to participate in the respective general shareholders’ meeting which adopts a resolution on reorganization of the Surviving Company is complied. 2.4.2 A redemption demand from a shareholder of the Surviving Company shall be filed to the Surviving Company within no later than forty five (45) days after the adoption of the resolution on reorganization of the Surviving Company by the respective general shareholders’ meeting. The redemption of the Surviving Company’s shares shall be carried out at a price determined by the Surviving Company’s Board of Directors. The redemption price of the Surviving Company’s shares shal...
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Merger Procedure. Upon execution of this Plan and Agreement of Merger, it shall be filed by Beacon Light Idaho with the Secretary of State of the State of Idaho in accordance with Sec. 30-1-1101 of the Idaho Code and by Beacon Light Nevada with the Secretary of State of the State of Nevada in accordance with Chapter 92A of the Nevada Revised Statutes and recorded in accordance with laws, which may apply to mergers within their respective states.
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Merger Procedure. The Portec board has approved the Merger and the Merger Agreement. Depending upon the number of Shares purchased by Purchaser pursuant to the Offer and Top-Up Option, the Portec board may be required to submit the Merger Agreement to the Portec shareholders for their approval. Xxxxxx has agreed to obtain Portec shareholder approval of the Merger Agreement and the Merger, if required, as promptly as practicable and to promptly prepare and file with the Commission on a proxy statement relating to the Merger and the Merger Agreement and cause a proxy statement to be mailed to the Portec shareholders. If Portec shareholder approval is required, the Merger Agreement must be approved by a majority of all votes entitled to be cast at the Portec shareholders meeting. If the Minimum Condition is satisfied, Purchaser will have sufficient voting power to approve the Merger Agreement by written consent or at a duly convened meeting of the Portec shareholders without the affirmative vote of any other Portec shareholder. If Purchaser acquires at least 90% of the then-issued and outstanding Shares pursuant to the Offer and/or the Top-Up Option, the Merger will be consummated without a meeting of Portec shareholders and without the approval of the Portec shareholders. The Merger Agreement provides that Purchaser will be merged with and into Portec and that Purchaser’s articles of incorporation and Purchaser’s bylaws will be the Surviving Corporation’s articles of incorporation and the Surviving Corporation’s bylaws following the Merger; provided that the name of the Surviving Corporation will be “Portec Rail Products, Inc.” and the provisions set forth in Section 11 — “Transaction Agreements” — “Merger Agreement” — “Indemnification; Directors’ and Officers’ Insurance” will be retained.
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Merger Procedure. The final decision on the contemplated merger (hereinafter the «Merger») shall be taken by the General Meetings of the shareholders of the Merging Companies, in accordance with article 72 of law 2190/1920. The above resolutions of the General Meetings of the Merging Companies, the final notarial merger agreement, as well as the approving decision of the competent supervisory authority on the Merger, will be published, pursuant to article 7b of law 2190/20, by each Merging Company. The Merger will be deemed materialized upon the registration in the General Commercial Registry of the approving decision of the competent supervisory authority on the Merger, in accordance with articles 74 and 75 of law 2190/1920 (hereinafter the «Completion of the Merger»).
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Merger Procedure. A. The Merger Agreement shall be submitted to The Newspaper Guild- Communications Workers of America for review and approval. B. The Merger Agreement shall be submitted to the executive board of each Local Union for approval. C. After the Merger Agreement has been approved by the executive board of each Local Union, it shall be submitted to the membership of each Local Union for discussion and consideration. After the membership of each Local Union has had notice and ample time to consider the Merger Agreement, it shall be submitted to the membership of each for approval through a secret ballot vote in accordance with each Local Union’s bylaws. D. The Merger Agreement shall be approved if a majority of the members in good standing of Providence and Brockton who vote upon the issue shall each vote in the affirmative. E. Following approval of the Merger Agreement by both parties, the merger will become effective as soon as practical following a terminal audit of the assets and finances of the Brockton Unit. F. To the extent necessary, Providence shall revise its Bylaws to incorporate the contents and intent of this Merger Agreement. If Providence does not revise its Bylaws, to the extent that this Merger Agreement is inconsistent with or in conflict with the Providence Bylaws with respect to the rights, liabilities, governance, and affairs of the Brockton Unit, the terms of this Merger Agreement shall continue in full force and effect and govern the status of the Brockton Unit within the Providence Newspaper Guild.
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Merger Procedure 
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Related to Merger Procedure

  • Order Procedure 7.1 Subject to the Supplier's fulfillment of all of its obligations pursuant to this Agreement, ISR intends to purchase Machine/s from the Supplier by issuing a written Purchase Order dully signed by ISR all on a non-exclusive basis ("Purchase Order"). 7.2 The time of issuance of Purchase Orders and the quantity of the Machines in each Purchase Order shall be subject to ISR's discretion and Supplier herby waives any claim and/or demand against ISR including for loss of income and/or profits. 7.3 During the Agreement Period, ISR in its sole discretion, shall have the option to purchase from the Supplier up to four (4) more additional Machines and ancillaries (the “Optional Machines”). The terms and conditions of this Agreement will apply, mutatis mutandis, to the Optional Machines subject to Section 8.6. For the prevention of any doubt, it is hereby expressly emphasized that ISR is under no obligation whatsoever to order certain or any amount of Optional Machines from Supplier. 7.4 Upon receipt of a Purchase Order by email, Supplier shall confirm via email receipt of the Purchase Order to ISR's contact person. An original document of such confirmation shall be sent to ISR via air mail. 7.5 The Parties’ contact persons are as follows, or any replacement contact persons as notified in writing by one Party to the other: For ISR: Mr. Israel Railways Ltd. Address: Telephone: E-mail: ("IPM") For the Supplier: ("SPM") Each Party shall, in writing without undue delay, notify the other Party of changes in contact persons, addresses or facsimile numbers, if any. 7.6 Supplier will endeavor to furnish a secured electronic mail service or other equivalent means, in accordance with ISR safety requirements, which will be used by both Parties for the purpose of ordering procedure, requests, queries, reports etc. 7.7 The following original documents will be supplied by Supplier to ISR:

  • Transfer Procedure After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

  • Model Rules of Procedure The procedure before the Panel shall be conducted in accordance with the Model Rules of Procedure set out in Annex 12 (Model Rules of Procedure). Exceptionally, the disputing Parties may agree on different rules to be applied by the Panel. 2. The Model Rules of Procedure are necessary for the good development of all the steps in this Chapter. In addition, these rules shall regulate the development of the procedure, pursuant to the following principles: (a) the procedures shall ensure the right to at least one hearing before the Panel, as well as the opportunity for each disputing Party to provide initial and rebuttal written submissions, and allow the use of any technological means to ensure its authenticity; and (b) the hearings before the Panel, the deliberations, as well as all the submissions and communications submitted during the hearings, shall be confidential.

  • Rules of Procedure By referring any specific grievance to be dealt with in the expedited arbitration procedure it is understood and agreed that the matter is to be dealt with in accordance with the Rules of Procedure attached to this Agreement as Appendix 1.

  • Layoff Procedure 31.1 Nothing herein shall be construed to require the District to fill vacant, budgeted positions nor to prohibit the District from eliminating vacant positions from the budget. The District reserves the right to reassign staff to other positions in instances involving job restructuring, reorganization or due to lack of work. 31.2 The layoff procedure outlined below shall be followed if the District finds it necessary to layoff personnel who were hired after January 1, 2000 and for any layoffs which occur after November 1, 2002. 31.3 If, in the sole discretion of District management, personnel reductions are necessary, layoff order and recall lists shall be developed based upon job classification, priority of function, job performance, individual qualifications and seniority. The OCEA and employees subject to layoff shall be provided with at least two weeks notification in writing, whenever possible. 31.4 Employees in classifications subject to layoff may request a voluntary demotion to any previously held position for which they remain qualified. Such requests must be made in writing to the Human Resources Department within five (5) days of receipt of the Layoff Notice. The salary of an employee who voluntarily demotes shall be unchanged, except that it may not exceed the maximum rate of the range for the lower level classification. 31.5 Recall lists shall be developed for all classifications experiencing personnel reductions, and shall be maintained for a period of two years from the date of layoff. Individuals shall be placed on the list in the inverse order of layoff, so that the last person laid off is the first recalled. When a vacancy occurs in a classification for which a Recall list exists, an offer of reemployment shall be made to the individual on the top of the list. That individual must respond to the offer within five days, or the offer shall be made to the next person on the list. An individual who either does not respond or refuses three consecutive offers shall have their name removed from the list. 31.6 All notification and responses must be in writing and delivered either in person or by Certified Mail. It is the responsibility of all employees to keep the Human Resources Department informed of their current address, or where they may be contacted.

  • Dispute Resolution and Jurisdiction Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, except that arbitration shall not apply to (1) controversies and claims of less than $5,000, nor to (2) claims seeking to collect liquidated amounts, such as the Tuition promised by the student. Any legal dispute (not resolved in arbitration) shall be governed by the laws of the state of California, and that Santa Xxxxxxx courts are the exclusive venue.

  • Governing Law, Jurisdiction and Dispute Resolution The rights and obligations of the Parties under the Agreement shall be governed by and construed in accordance with the laws of India. The TDSAT, to the exclusion of all other courts, shall have exclusive jurisdiction in respect of any dispute between the Parties arising out of or in connection with or as a result of this Agreement.

  • Dispute Resolution and Governing Law This Section provides for resolution of Disputes through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury or through a class action. You may continue to have certain rights to obtain relief in small claims court or from a federal or state regulatory agency. The arbitration shall be administered by JAMS pursuant to the Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the arbitration shall be administered under the JAMS Streamlined Arbitration Rules and Procedures as modified by this Agreement. Judgment on the Award may be entered in any court having jurisdiction. Notwithstanding any JAMS rule to the contrary or any other provision in arbitration rules chosen by agreement, we each agree that all issues regarding the Dispute are delegated to the arbitrator to decide, including any disagreements regarding the scope and enforceability of this agreement to arbitrate. In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms. You and Xxxxxxxx agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Xxxxxxxx agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If any portion of this paragraph is found to be unenforceable, then the entirety of this Section 9 shall be null and void. The arbitration process established by this Section 9 is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. You and Xxxxxxxx each agree that the FAA’s provisions—and not state law—govern all questions of whether a Dispute is subject to arbitration. To the extent this Agreement conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply. However, nothing in this paragraph will require or allow you or Xxxxxxxx to arbitrate on a class-wide, representative, or consolidated basis.

  • Other Procedures To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Subsection 4.4(l), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

  • Dispute Resolution; Consent to Jurisdiction All disputes between or among any Persons arising out of or in any way connected with the Plan, this Agreement or the RSUs shall be solely and finally settled by the Committee, acting in good faith, the determination of which shall be final. Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to be resolved by the Committee. Each such Person hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective ten (10) days after such mailing.

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