Non-Consummation of Merger Sample Clauses

Non-Consummation of Merger. Consummation of the merger is subject to the required approval of the shareholders of Standard and to the satisfaction of certain other conditions. No payments related to any surrender of the certificate(s) will be made prior to the consummation of the merger, and no payments will be made to shareholders if the Merger Agreement is terminated. If the Merger Agreement is terminated, all Elections will be void and of no effect and certificates submitted to the Exchange Agent will be returned as soon as practicable to the persons submitting them.
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Non-Consummation of Merger. If (A) either of (i) that certain Agreement and Plan of Merger dated as of August 5, 2015 by and among Qualcomm Atheros, Inc., King Acquisition Co. and Borrower or (ii) those certain Tender and Support Agreements dated as of August 5, 2015 by and among Qualcomm Atheros, Inc., King Acquisition Co. and any of the following stockholders of Borrower: Alcatel-Lucent Participations, Tallwood III, L.P., Tallwood III Partners, L.P., Tallwood III Associates, L.P., Tallwood III Annex, L.P., or Tallwood Partners, L.L.C., terminate prior to consummation of the Merger, or (B) no such Merger has been consummated on or before October 18, 2015 (such date to be extended to October 31, 2015 in the event that the Taiwan Regulatory Filing occurs on or before September 25, 2015), regardless of whether the aforementioned Agreement and Plan of Merger or Tender and Support Agreement have terminated.”
Sample 1
Non-Consummation of Merger. In the event that the Merger is not consummated by April 1, 2004, this Amendment shall be void and without further force and effect and Executive's employment shall continue to be governed by his Original Employment Agreement.
Sample 1
Non-Consummation of Merger. If (A) either of (i) that certain Agreement and Plan of Merger dated as of August 5, 2015 by and among Qualcomm Atheros, Inc., King Acquisition Co. and Borrower or (ii) those certain Tender and Support Agreements dated as of August 5, 2015 by and among Qualcomm Atheros, Inc., King Acquisition Co. and any of the following stockholders of Borrower: Alcatel-Lucent Participations, Tallwood III, L.P., Tallwood III Partners, L.P., Tallwood III Associates, L.P., Tallwood III Annex, L.P., or Tallwood Partners, L.L.C., terminate prior to consummation of the Merger, or (B) no such Merger has been consummated on or before October 18, 2015, regardless of whether the aforementioned Agreement and Plan of Merger or Tender and Support Agreement have terminated.”
Sample 1
Non-Consummation of Merger. Consummation of the Merger is subject to the required approval of the stockholders of Xxxxxxx, to the receipt of all required regulatory approvals and to the satisfaction of certain other conditions. No payments related to any surrender of the certificate(s) will be made prior to the consummation of the Merger, and no payments will be made to stockholders if the Merger Agreement is terminated. If the Merger Agreement is terminated, all Elections will be void and of no effect and certificates submitted to the Exchange Agent will be returned as soon as practicable to the persons submitting them.
Sample 1
Non-Consummation of Merger. If the Merger is not consummated, neither the cost, nor the receipt, of any termination payment between Duke Energy and Piedmont shall be allocated to DEC, DEP, or Piedmont or recorded on their books. DEC’s, DEP’s, or Piedmont’s Customers shall not otherwise bear any direct expenses or costs associated with a failed merger. 5.16 Protection from Commitments to Wholesale Customers.
Sample 1
Non-Consummation of Merger. If the mergerMerger is not consummated, neither the cost, nor the receipt, of any termination payment between Duke Energy and Progress EnergyPiedmont shall be allocated to DEC, DEP, or PECPiedmont or recorded on their books. DEC’s, DEP’s, or PEC’s North Carolina retail customersPiedmont’s Customers shall not otherwise bear any direct expenses or costs associated with a failed merger.
Sample 1
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Related to Non-Consummation of Merger

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Consummation of Agreement Buyer shall use its reasonable efforts to satisfy all conditions to the Closing that are within its control to the end that the transaction contemplated by this Agreement shall be fully carried out.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

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