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 the 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. 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. 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. 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. 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 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. 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 
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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 A. Once the University determines the need for a layoff exists, it shall employ the following procedure: 1. If at any time during the layoff process an employee submits his notice of retirement, resignation or volunteers for layoff, the University will review its layoff rationale. Where appropriate, the University may curtail staff reductions and/or recall laid-off employee(s). The University shall first lay off non-bargaining unit temporary employees with the same job classification and within the department(s) where the layoff(s) occurs. The University shall then lay off probationary employees with the same job classification and within the affected department(s). The University shall then lay off part-time employees with the same job classification and within the affected department(s). 2. If further reductions are required, employees in the affected job classification(s) shall be laid off as follows: a. any employees in the affected classification who have active discipline at the suspension (whether a working suspension or unpaid suspension) level or covered by a “last chance agreement” for conduct other than that covered by Article 41, or b. any employees who have an overall performance evaluation rating below standards (i.e. a “needs improvement” rating or below) for the two most recent performance evaluation rating periods, or c. in the inverse order of seniority. The remaining employees within the department or unit must be immediately qualified to perform the required work. For purposes of layoff, placement, bumping, and recall, “immediately qualified” shall be defined as meeting the minimum and preferred qualifications for the position to perform the work, with the exception of the Technology Scale, where “immediately qualified” shall be defined as meeting the minimum qualifications for the position to perform the required work. In determining whether the employee is immediately qualified, the University shall give consideration to ability, aptitude, skill, experience, qualifications as stated in the job description. The determination of qualifications is the responsibility of the University. If the University determines that an employee is not qualified, the employee shall have the right to grieve such decision. Part-time employees shall be laid off before full-time employees, and part-time employees cannot bump full-time employees. Similarly, temporary employees cannot bump regular or funds available employees, regardless of seniority. 3. Student employees shall not be used to perform significant components of the position of a laid off employee. It is agreed that this provision shall not apply to students, whether paid or unpaid, performing work in internships, graduate assistantships, practicums or through other programs whose primary purpose is to satisfy a degree requirement. 4. The University shall make available to laid-off employees, prior to their layoff date, job and career advising and information on benefits. Upon request, the University shall provide reasonable access to personal computers, and copiers for use in preparing resumes and cover letters. Employees shall also have access to EAP services during this time period to deal with any stress-related issues. 5. If the work force is to be reduced, it shall be accomplished by layoff and not by any hours reduction. Only by agreement between the employee, University and Union can the regular hours of employees be reduced. 6. If a layoff occurs during a period of unpaid leave, the employee on leave shall receive the same rights under this Agreement upon return to work as other employees. 7. Any employee scheduled to be laid off from his/her present job may request to be transferred into a posted vacant bargaining unit position for which the employee is immediately qualified to perform the required work. 8. Seniority will continue to accrue up to eighteen (18) months during time spent on layoff, and the employee shall retain all seniority accumulated prior to layoff. 9. Employees laid off while serving his/her initial probationary period or employees in a temporary position (an employee hired for a specific project or hired with a defined end date) will not be entitled to placement, bumping or recall rights.

  • 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 The Parties agree that all disputes arising pursuant to this Agreement shall be resolved by way of negotiations and discussions and with a view to an amicable settlement and mutual benefit of both Parties. Any negotiation for the settlement of dispute shall be governed by the laws of the country where such dispute arises.

  • 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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