Pursuant to the Merger Agreement Sample Clauses

Pursuant to the Merger Agreement. The Company shall not, and shall not authorize or permit, any of its officers, directors, employees, attorneys, financial advisors, agents or other representatives or those of any of its Subsidiaries to, directly or indirectly, (a) solicit, initiate or knowingly encourage any Takeover Proposal, including without limitation by disclosure of non-public information, or (b) engage in discussions or negotiations relating to or accept any Takeover Proposal; provided, however, that nothing shall prohibit the Company and its Board from (i) taking and disclosing a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated by the Commission under the Exchange Act, or (ii) at any time prior to the purchase of Shares pursuant to the Offer, engaging in discussions or negotiations with, and furnishing information (including non-public information) concerning the Company and its Subsidiaries, businesses, properties or assets to, any third party which makes a Takeover Proposal (without any solicitation or initiation, directly or indirectly, by the Company or any of its representatives after the date of the Merger Agreement) if the Company Board determines in good faith, based on advice of its outside counsel (who may be its regularly engaged outside counsel), that the failure to take such action will violate its obligations or duties to the Company or its stockholders under applicable law, or (iii) provided the Merger Agreement is terminated as described below in clause (iv) under the heading "Termination; Fees," accepting a Superior Proposal. Prior to furnishing information to or entering into discussions or negotiations with any person, the Company shall receive from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms contained in the Confidentiality Agreement (as defined below). The Company shall immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any person conducted prior to the date of the Merger Agreement by the Company or any of its representatives with respect to any Takeover Proposal existing on the date of the Merger Agreement. The Company agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between i...
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Pursuant to the Merger Agreement. Buyex xxxeed to purchase after the expiration of the Offer but immediately prior to the consummation of the Offer 1,681,414 newly-issued Shares (the "Stock Purchase") at a per Share price equal to the Offer Price. The Stock Purchase will provide the Company with a portion of the funds needed to consummate the Offer and the Merger (as defined herein) and it is anticipated that the remainder of the funds needed to consummate the Offer and the Merger and to pay all related fees and expenses will be obtained by the Company through financing arranged for its benefit by Buyer, consisting of (i) borrowings under a $65 million senior secured credit facility and (ii) the proceeds from the sale of $15.0 million of 12.5% senior unsecured subordinated notes (collectively, the "Debt Financing"). See "SPECIAL FACTORS -- The Merger Agreement and Stockholder Agreement" and "TENDER OFFER -- Section 8. Financing of the Offer and the Merger". immediately prior to the effective time of the Merger, other than certain Shares owned by the Jamex X. Xxxxxxxxxx, Xx. Xxxst, the Geofxxx X. Xxxxxxxxxx Xxxst, the Chrixxxxxxx Xxxxxxxxxx Xxxst, the Bradx Xxxily Limited Partnership and certain members of the Company's management (collectively, "Continuing Stockholders") and Buyer (see "SPECIAL FACTORS -- The Merger Agreement and Stockholders Agreement"), will be canceled and converted automatically into the right to receive $14.25 in cash, or any higher price that may be paid per Share pursuant to the Offer, without interest (the "Merger Consideration"), subject to dissenters' rights. Shares owned by any wholly-owned subsidiary of the Company and Shares owned by Merger Subsidiary will be canceled. Each share of Merger Subsidiary will be converted into one share of Surviving Corporation. The Merger Agreement is more fully described in "SPECIAL FACTORS -- The Merger Agreement and Stockholders Agreement". NO DISSENTERS' RIGHTS ARE AVAILABLE IN CONNECTION WITH THE OFFER. See "SPECIAL FACTORS -- Rights of the Stockholders in the Transactions". Stockholders who fully comply with the statutory dissenters' procedures under Delaware law, the relevant portions of which are attached to this Offer to Purchase as SCHEDULE III, will be entitled to receive, in connection with the Merger, cash for the fair value of their Shares as determined pursuant to the procedures prescribed by Delaware law. THE BOARD AND THE COMPANY'S THREE OUTSIDE DIRECTORS (THE "DISINTERESTED DIRECTORS") HAVE EACH UNANIMOUSLY DETE...
Sample 1
Pursuant to the Merger Agreement. MCBI has agreed that, for a period of six years following the effective time of the merger, it will indemnify and hold harmless each of the current and former
Sample 1
Pursuant to the Merger Agreement. Executive has contributed to CAI the business (the "Consulting Business") formerly currently conducted by Cumberland Consulting, a sole proprietorship owned by Executive ("Consulting") and is entering into this Agreement.
Sample 1

Related to Pursuant to the Merger Agreement

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. 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.

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

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee of the board of directors shall not: (i) (A) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company Recommendation (B) fail to include the Company Recommendation in the Proxy Statement, (C) approve, recommend or otherwise declare advisable or propose or resolve to approve, recommend or otherwise declare advisable (publicly or otherwise), any Acquisition Proposal, or (D) fail to publicly reaffirm the Company Recommendation within ten business days after Parent so requests in writing (provided, that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each material amendment to such Acquisition Proposal) (any action described in clauses (A) and (D) a “Change of Recommendation”); or (ii) Except as expressly permitted by, and after compliance with this Section 6.2(d), cause or permit the Company to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Company Requisite Vote is obtained, the board of directors of the Company (x) may make a Change of Recommendation and in connection therewith, approve, recommend or otherwise declare advisable, and enter into an Alternative Acquisition Agreement in connection with a Superior Proposal made after the date of this Agreement (if such Superior Proposal did not result from a material breach of Section 6.2(a) and such Superior Proposal is not withdrawn) or (y) may make a Change of Recommendation as a result of the occurrence of an Intervening Event, if, the board of directors of the Company determines in good faith, after consultation with its outside legal counsel, that failure to do so would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the board of directors of the Company shall not (i) in the case of clause (x) make a Change of Recommendation with respect to a Superior Proposal and authorize the Company to enter into any Alterative Acquisition Agreement or (ii) in the case of clause (y) make a Change of Recommendation unless: (i) the Company has notified Parent in writing that it intends to effect a Change of Recommendation, describing in reasonable detail the reasons for such Change of Recommendation (a “Recommendation Change Notice”) (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice, or update or amend public disclosures with respect thereto shall not constitute a Change of Recommendation for purposes of this Agreement), and if such proposed Change of Recommendation relates to an Acquisition Proposal, has provided copies of the most current version of all documents relating to such Acquisition Proposal, and if such proposed Change of Recommendation relates to an Intervening Event, such Recommendation Change Notice specifies the facts and circumstances of such Intervening Event; and (ii) (x) if requested by Parent, the Company shall have made its Representatives available to discuss and negotiate in good faith with Parent and its Representatives any proposed modifications to the terms and conditions of this Agreement during the three business days following the date on which the Recommendation Change Notice is delivered to Parent and (y) if Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three business day period, the board of directors of the Company shall have determined in good faith after consultation with its financial advisors and outside legal counsel, after considering the terms of such offer by Parent, that the failure to effect a Change of Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and that in the case of a Change of Recommendation with respect to an Acquisition Proposal, such Acquisition Proposal would continue to constitute a Superior Proposal if the changes offered by Parent were given effect, and that in the case of an Intervening Event, the board of directors of the Company still intends to effect a Change of Recommendation if the changes offered by Parent were given effect; provided that in the event the Acquisition Proposal is thereafter modified by the party making such Acquisition Proposal, the Company shall notify Parent in writing of such modified Acquisition Proposal and shall again comply with the requirements of this clause (ii).

  • CONDITIONS TO THE MERGER 42 6.1 Conditions to Obligations of Each Party to Effect the Merger................................ 42 6.2 Additional Conditions to Obligations of Company............................................. 43 6.3 Additional Conditions to the Obligations of Parent and Merger Sub........................... 44

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!