Proposed Merger Clause Samples

Proposed Merger. The following subsection (d) is hereby added to Section 3 of the Rights Agreement in its appropriate position:

Proposed Merger. 3.1 On and from the earlier of (a) the expiry of 18 (eighteen) months from the First Closing Date or (b) the date on which Calpian infuses Initial Funding and Future Funding of upto U.S.D. 9,700,000 (U.S. Dollars Nine Million Seven Hundred Thousand) in accordance with the SSSHA, Parties hereby agree and undertake that Calpian has an option to merge Company into MMPL if and when the Indian regulations permit the foreign direct investment into the business activities into which MMPL is involved (such status would be referred to as “Merger Status”). When Calpian opts for such merger, subject to the approval of the Government Authority, if required, the Parties shall forthwith cause the merger of the Company into MMPL. To determine whether the Merger Status has been achieved or not, every 6 (six) months from the date hereof, Parties shall in good faith review the Merger Status. Subject to conditions stated above, Calpian shall have the right to exercise the option for the merger at any time within a period of 6 (six) years from the First Closing Date. 3.2 Subject to Clause 3.1 above, the Parties have agreed that the Company would merge into MMPL and the Parties have agreed to achieve the proposed shareholding of MMPL subsequent to the merger on the Effective Date as per that mentioned in Schedule 3. All the Parties shall on the best effort basis try to achieve the said shareholding of MMPL on the Effective Date. 3.3 Parties further acknowledge that the actual shareholding of MMPL (merged entity) on the Effective Date would be determined by a chartered accountant (such chartered accountant to be appointed mutually by Calpian and MMPL, provided that such chartered accountant shall have a national stature in India) taking into consideration the balance sheets of MMPL and the Company prior to the finalization of the shareholding percentage. If the share exchange ratio determined by the chartered accountant is such that the proposed shareholding of MMPL subsequent to the merger on the Effective Date is not as per that mentioned in Schedule 3, the merger shall proceed or not proceed at the option of Calpian. 3.4 All the costs of the merger shall be borne by the Company and MMPL equally.

Proposed Merger. On August 23, 2006, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Solar Power, Inc., a California corporation (“Solar Power”), and the Company’s wholly-owned subsidiary, Welund Acquisition, Inc., a Nevada corporation (“Merger Sub”), pursuant to which it is contemplated that the Merger Sub will be merged with and into Solar Power with Solar Power surviving as the Company’s wholly-owned subsidiary (the “Merger”). Additional information regarding the Merger and Solar Power is disclosed on Form 8-K filed by the Company with the Securities and Exchange Commission on August 29, 2006.

Proposed Merger. 1.1 Reference is made to an Agreement and Plan of Merger (the “Merger Agreement”) entered into as of February 4th, 2016, by and among Suzhou Dongshan Precision Manufacturing Co., Ltd., a company organized under the laws of the People’s Republic of China (“Parent”), Dragon Electronix Merger Sub Inc., a Delaware corporation and indirect wholly-owned subsidiary of Parent (“Merger Sub”) and Multi-Fineline Electronix, Inc., a Delaware corporation in which United Engineers Limited (“UEL”) holds indirectly approximately 60.2% of the existing issued share capital (the “Company”), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the Surviving Corporation (the “Merger”) to be solely owned by Parent and stockholders of the Company will be entitled to a consideration of US$23.95 per share in cash. 1.2 The Merger will be on the terms set out in the Merger Agreement and a draft announcement summarizing certain terms of the Merger Agreement is appended hereto (the “Draft Announcement”) subject only to amendment or inclusion of any additional terms and conditions as may be required to comply with any applicable law or regulation, and/or any non-material modifications agreed to by the parties to the Merger. 1.3 We understand that the Merger, including the voting by UEL or its relevant subsidiaries, of a portion of the shares they hold in the Company representing 45% or more of the total outstanding shares in the Company, is a ‘major transaction’ under Rule 1014 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“Listing Manual”), and therefore conditional upon approval by shareholders of UEL in general meeting (“EGM”).

Proposed Merger. On May 17, 2007, the Company entered into an Agreement and Plan of Merger by and among the Company, Aladdin Solutions, Inc. (f/k/a Aladdin Holdco, Inc., “Parent”) and Aladdin Merger Sub, Inc. (“Merger Sub” and together with Parent, the “Blackstone Entities”) (the “Merger Agreement”), pursuant to which the Company was to be acquired by affiliates of The Blackstone Group L.P. (the “Merger”). On January 25, 2008, Parent informed the Company in a written notice that it did not anticipate the condition to closing the Merger relating to obtaining approvals from the Office of the Comptroller of the Currency would be satisfied. On January 30, 2008, the Company filed a lawsuit against the Blackstone Entities in the Delaware Court of Chancery, seeking specific performance to compel the Blackstone Entities to comply with their obligations under the Merger Agreement, including their covenants to obtain required regulatory approvals and to consummate the Merger. On February 8, 2008, the Company filed a motion to dismiss this lawsuit without prejudice in response to the Blackstone Entities’ confirmation of their commitment to work to consummate the Merger. On March 17, 2008, the Company notified the Blackstone Entities that they were in breach of the Merger Agreement and demanded that the Blackstone Entities cure the breaches including, among other things, obtaining required regulatory approvals from the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. On April 18, 2008, Parent repudiated the Merger Agreement by sending the Company a notice purporting to terminate the contract. The notice of termination was ineffective because the Merger Agreement cannot be terminated under the relevant termination provision by a party that is in breach. Subsequently, on April 18, 2008, the Company terminated the Merger Agreement because of the Blackstone Entities’ repudiation and their refusal to timely cure their breaches and perform their covenants and agreements, thereby causing specified closing conditions not to be satisfied. Pursuant to the Merger Agreement, if the Company terminates the Merger Agreement as a result of Parent or Merger Sub’s breach or failure to perform that causes specified closing conditions not to be satisfied, Parent is required to pay, or cause to be paid, to the Company a fee of $170.0 million (the “Business Interruption Fee”). Blackstone Capital Partners V L.P. (“BCP V”) provided a limited guarantee pursuant to which...

Proposed Merger. (a) We refer to the memorandum dated 28 September from the Company setting out details of the proposed merger between UTi (US) Holdings Inc and UTi (US) Logistics Holdings Inc as part of a solvent reorganisation of the Group (the Merger). (b) UTi (US) Holdings Inc will be the surviving entity of the merger and that the Company plans to deliver a Resignation Request in relation to UTi (US) Logistics Holdings Inc in accordance with Clause 34.8 (Resignation of an Obligor (other than the Company)) of the Agreement. (c) The Global Majority Lenders consent to the Resignation Request referred to in paragraph (b) above provided that it takes effect at or about the same time as the Merger takes place.

Proposed Merger. The following definition hereby replaces in its entirety subsection (z) of Section 1 of the Rights Agreement:

Proposed Merger. Notwithstanding anything in this Agreement to the contrary, (i) no Distribution Date, Stock Acquisition Date or Flip-In Event shall be deemed to have occurred, (ii) neither iXL Enterprises, Inc., a Delaware corporation ("iXL"), nor any of its Subsidiaries or Affiliates shall be deemed to have become an Acquiring Person and (iii) no holder of Rights shall be entitled to any rights or benefits pursuant to Section 7, 11, or 13 or any other provision of this Agreement, in each case by reason of (w) the approval, execution, delivery and performance of the Agreement and Plan of Merger (the "Merger Agreement") dated July 31, 2001 among the Company, iXL, India-Sierra Holdings, Inc., a Delaware corporation, India Merger Sub, Inc., a Delaware corporation, and Sierra Merger Sub, Inc., a Delaware corporation, (x) the approval, execution, delivery and performance of the Scient Voting Agreement (the "Voting Agreement") dated July 31, 2001 among iXL and the stockholders of the Company listed on the signature pages thereto, (y) the approval of the Merger Agreement by the stockholders of the Company or (z) the consummation of the Mergers (as such term is defined in the Merger Agreement) or any of the other transactions contemplated by the Merger Agreement or the Voting Agreement." 2. Immediately prior to the Effective Time (as defined in the Merger Agreement) (i) the Rights Agreement shall be terminated and be without any further force or effect, (ii) none of the parties to the Rights Agreement will have any rights, obligations or liabilities thereunder, and (iii) the holders of the Rights shall not be entitled to any benefits, rights or other interests under the Rights Agreement, including without limitation, the right to purchase or otherwise acquire shares of the Preferred Stock or any other securities of the Company. 3. This Amendment shall be deemed effective as of the date first set forth above. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 4. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall togeth...

Proposed Merger. Micro and each of the Principal Stockholders agree that the consideration for the Proposed Merger (the Proposed Merger Consideration") shall be the following: (a) Ninety Percent (90%) of the net revenues (sales) of Enon for calendar year 2001, minus (b) current and long-term liabilities of Enon at December 31, 2001 and certain other adjustments, including, but not limited to: (i) Enon's liabilities to Acquisition Services, Inc. for its services related to the Proposed Merger; (ii) a warranty reserve of Fifteen Thousand Dollars ($15,000); (iii) estimated and unpaid legal fees of Enon relating to the Proposed Merger; (iv) estimated and unpaid accounting fees of Enon relating to an audit of Enon's Fiscal Year 2001 financial statements; (v) a five percent (5%) of the amount of accounts receivable of Enon at December 31, 2001; (vi) a fifteen percent (15%) of the amount of inventory of Enon at December 31, 2001; (vii) accrued and unpaid state and federal income taxes for Enon for 2001; (viii) $20,000 as a credit for any liability associated with a license for accelerometers; and (ix) the estimated and unpaid cost of any environmental cleanup or report of Enon. (c) The Proposed Merger Consideration shall be payable: (i) $750,000 by delivery of 182,500 shares of Common Stock of Micro; and (ii) the balance in cash. (d) The Proposed Merger Agreement shall include other terms and conditions standard in agreements of this type, including, but not limited to, (i) a one year part-time consulting agreement for Harold S. Maddix providing ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ of $75,000; (ii) a one year employment agreement for Don F. Kilduff, providing f▇▇ ▇▇▇▇▇▇ ▇▇▇▇ensation similar to his current salary and benefits plus incentive compensation to be negotiated in good faith between Mr. Kilduff and Richard S. ▇▇▇▇▇, ▇▇▇▇ident ▇▇ ▇▇▇▇▇; (▇▇▇) leaving at least $50,000 in cash at Enon at the closing of the Proposed Merger; and (iv) an agreement for the surviving corporation to enter into a two year lease to occupy the premises owned by the Enon Nominee Trust on the same terms and conditions as currently in place.