Merger Transactions. The Merger Transactions shall have been consummated in accordance with the terms and conditions of the Merger Agreement, without giving effect to any amendment, waiver, consent or other modification thereof that is materially adverse to the interests of the Investors (in their capacities as such) unless it is approved by the Investors (which approval shall not be unreasonably withheld, delayed or conditioned).
Merger Transactions. The Executive shall not, during the term of this Agreement and during the Restricted Period, solicit, initiate or encourage proposals or offers from, or provide information relating to the Corporation or any of its Affiliates to, any Person in connection with or relating to any proposed acquisition or disposition of all or any material part of the issued and outstanding Common Shares or other securities of the Corporation or any of its Affiliates, or any proposed amalgamation, merger, sale of all or any material part of the assets of the Corporation or any of its Affiliates, take-over bid, reorganization, recapitalization, liquidation, winding-up, or other business combination or any similar transaction involving the Corporation or any of its Affiliates, without in each case the consent of the Board.
Merger Transactions. Immediately prior to the Contribution Closing, the closing of the Mergers shall have occurred. The transactions described in this Section 2.1 are collectively referred to as the “Merger Transactions.”
Merger Transactions. Each of the closing conditions set forth in the Merger Agreement shall have been fulfilled (or waived by all of the parties to the Merger Agreement in accordance with the terms thereof) or shall be reasonably capable of being fulfilled at the Closing (as defined in the Merger Agreement) in accordance with the terms of the Merger Agreement, and the parties to the Merger Agreement shall be ready, willing and able to consummate the Merger.
Merger Transactions. Any merger or consolidation of the Partnership or any Subsidiary, whether or not the Partnership or Subsidiary is the surviving entity in such merger or consolidation, that results in a Protected Partner recognizing part or all of the Protected Gain shall be deemed to be a disposition of the Protected Properties for purposes of Section 2.1, and Article 4 shall fully apply, except as expressly provided in this Section 2.3.
Merger Transactions. Notwithstanding anything contained herein to the contrary, AP may enter into any agreement to consolidate with or merge with or into any other corporation if such agreement is approved by the vote of both the Board of Directors and the holders of at least 66-2/3% of the outstanding shares of AP Common Stock; and, in such event, Sections 2.2, 2.3 and 2.4 of this Agreement shall not be applicable and all shares of AP Common Stock may be transferred for such consideration as approved by such vote of the Board of Directors and the Stockholders, provided that the AP Common Stock owned by DNC may be so transferred only in accordance with the provisions of a Put/Call Agreement, dated as of the date hereof, between DNC and AP (the "Put/Call Agreement").
Merger Transactions. 9 2.1. Merger.......................................................................9 2.2. Time and Place of Closing....................................................9 2.3. Effective Time...............................................................9
Merger Transactions. KH LLC, the Celerity Group and the other Parties shall take the following actions, immediately following consummation of the transactions contemplated by Section 2.3 (other than Section 2.3(d)) of this Agreement:
Merger Transactions. The Merger and the other Merger Transactions have been consummated in accordance with the terms of the Merger Agreement and the other Merger Documentation, and all conditions precedent to such consummation as provided in the Merger Agreement and other Merger Documentation have been satisfied or waived (with the prior written consent of the Co-Lead Arrangers to the extent such consent may have been required as described in Section 4.1(a)(vii)).
Merger Transactions. Any merger or consolidation of the Partnership or any Subsidiary, whether or not the Partnership or Subsidiary is the surviving entity in such merger or consolidation, that results in a Protected Partner recognizing part or all of the Protected Gain shall be deemed to be a disposition of the Protected Properties for purposes of Section 2.1, and Article 4 shall fully apply, except as expressly provided in this Section 2.3. In the event of a merger or consolidation of the Partnership (or any Subsidiary) and a Successor Partnership that does not result in a Protected Partners being required to recognize all of the Protected Gain, the Successor Partnership must have agreed in writing for the benefit of the Protected Partners that all of the restrictions contained in this Agreement shall continue to apply, including but not limited to, those with respect to each Protected Property, in order for such merger or consolidation not to be reconsidered to have resulted in the recognition by the Protected Partners of all of their Protected Gain as a result thereof. This Section 2.3, Section 2.1 and Article 4 shall not apply to a voluntary, actual disposition by a Protected Partner of Units in connection with a merger or consolidation to which the Partnership or the REIT is a party and in connection with which all of the following requirements are satisfied:
(1) the Protected Partner is offered either:
(A) cash or property treated as cash pursuant to Section 731 of the Code (“Cash Consideration”) or
(B) partnership interests in a partnership that would be treated as the continuing partnership under the principles of Section 708 of the Code and the receipt of such partnership interests would not result in the recognition of gain for federal income tax purposes and which partnership interests have a fair value, per Unit, equal to the greater of (i) the value that the Protected Partner would have received on the date of such merger or consolidation had such Protected Partner chosen to exercise its rights under Section 8.6 of the Partnership Agreement immediately prior to such date or (ii) the amount per share (adjusted to take into account all adjustments that would result in an adjustment to the “Conversion Factor” under the Partnership Agreement) to be paid to the shareholders of the REIT in connection with such merger or consolidation (“Partnership Interest Consideration”);
(2) the Protected Partner has the ability to elect to receive solely Partnership Interest Conside...
