Merger Procedure Clause Samples
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...
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).
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...
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 ▇▇▇ ▇▇▇▇ 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.
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.
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. ▇▇▇▇▇▇ 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.
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»).
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.
Merger Procedure