Relevant Merger Agreement Provisions Sample Clauses

Relevant Merger Agreement Provisions. As set forth in the Merger Agreement, (a) certain options held by Xxxxx to acquire 3,806,147 shares of the Big Planet Common will be converted into or exchanged for options to purchase shares of Nu Skin Enterprises Class A Common (the "New Xxxxx Options"), (b) a total of 815,604 unvested shares of Big Planet Common underlying King's current restricted stock award will be exchanged or converted into restricted stock awards of Nu Skin Enterprises Class A Common (the "New King Restricted Stock Award"), and (c) a total of 305,910 unvested shares of Big Planet Common underlying Xxxxx'x current restricted stock award will be exchanged or converted into restricted stock awards of Nu Skin Enterprises Class A Common (the "New Xxxxx Restricted Stock Award"). As set forth in the Merger Agreement and in Section 1.2.2 below (subject to the limitations set forth in Section 1.2.2 below), each of the Managers is jointly and severally liable to Big Planet Holdings and Nu Skin Enterprises and has agreed to indemnify Big Planet Holdings and Nu Skin Enterprises for any such indemnification claims for which they may become liable by forfeiting shares of Nu Skin Enterprises Class A Common issuable pursuant to the New Xxxxx Options, the New King Restricted Stock Award, and the New Xxxxx Restricted Stock Award, as applicable. The Parties hereby acknowledge that, pursuant to the respective grant agreements for the New Xxxxx Options, the New King Restricted Stock Award, and the New Xxxxx Stock Award to be entered into by them and Nu Skin Enterprises following the date hereof, shares of Nu Skin Enterprises Class A Common issuable thereunder can be forfeited in satisfaction of indemnification obligations of the Managers, as described in Section 1.2.2 below.
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Relevant Merger Agreement Provisions. As set forth in the Merger Agreement, (a) the vesting of all shares of Big Planet Common underlying the restricted stock award held by King will be accelerated and deemed exercised, and King will be paid the redemption price calculated in accordance with Section 2.2.1 of the Merger Agreement, (b) the vesting of all shares of Big Planet Common underlying the restricted stock award held by Doman will be xxxxxerated and deemed exercised, and Doman will be xxxx the redemption price calculated in accordance with Section 2.3.2 of the Merger Agreement, and (c) the vesting of all of the options held by Ricks to acquixx xhares of Big Planet Common will be accelerated and deemed exercised, and Ricks will be xxxx the redemption price calculated in accordance with Section 2.3 of the Merger Agreement. As set forth in the Merger Agreement and in Section 1.2.2 below (subject to the maximum indemnification obligations of the Managers set forth in Section 1.2.2 below), each of the Managers is jointly and severally liable on a pro rata basis with Nu Skin USA to Big Planet Holdings and Nu Skin Enterprises and has agreed to indemnify Big Planet Holdings and Nu Skin Enterprises for any such indemnification claims for which they may become liable under the Merger Agreement. The Parties hereby understand, agree, and acknowledge that the exclusive remedy of Big Planet Holdings and Nu Skin Enterprises to satisfy any indemnification obligation of any Manager under the Merger Agreement shall be by Big Planet Holdings and Nu Skin Enterprises offsetting, in their sole discretion, against any shares of Nu Skin Enterprises capital stock owned by him and/or any cash incentives and/or equity incentives awarded or owing to such Manager from time to time (determined in accordance with Exhibit "G" attached to the Merger Agreement), up to the maximum indemnification obligation of each Manager set forth in Section 1.2.2 below.
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Related to Relevant Merger Agreement Provisions

  • 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.

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

  • 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 the 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 Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

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

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