RIGHT TO REVISE STRUCTURE OF MERGER Sample Clauses

RIGHT TO REVISE STRUCTURE OF MERGER. At Parent's election, the Merger may alternatively be structured so that another direct or indirect wholly-owned Subsidiary of Parent is merged with and into the Company. In the event of such an election by Parent, the Company agrees to execute such documentation as may be reasonably requested by Parent to reflect such election.
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RIGHT TO REVISE STRUCTURE OF MERGER. At Parent's election, the Merger may alternatively be structured so that the Company is merged with and into another direct or indirect wholly-owned subsidiary of Parent, or another direct or indirect wholly-owned subsidiary of Parent is merged with and into the Company; provided, however, that no such change shall (i) alter or change the amount or kind of the consideration to be issued to the Company's stockholders in the Merger as set forth in Article III hereof or the treatment of the holders of the Options, (ii) materially impede or delay consummation of the Merger, (iii) release Parent from any of its obligations hereunder or (iv) adversely affect the rights of the Company and its shareholders hereunder. In the event of such an election, the Company agrees to execute such appropriate documentation as may be reasonably requested by Parent to reflect such election.
Sample 1
RIGHT TO REVISE STRUCTURE OF MERGER. At Parent's election, the Merger may alternatively be structured so that the Company is merged with and into Merger Sub, Holding Sub or another direct or indirect wholly owned subsidiary of Parent, or another direct or indirect wholly owned subsidiary of Parent is merged with and into the Company; provided, 12 8 however, that no such change shall (i) alter or change the amount or kind of the consideration to be issued to the Company's stockholders in the Merger as set forth in Article II hereof or the treatment of the holders of the Company Stock Options (as hereinafter defined), (ii) materially impede or delay consummation of the Merger, or (iii) release Parent from any of its obligations hereunder; provided, however, that the Company shall be deemed not to have breached any of its representations and warranties and covenants herein if and to the extent such breach would have been attributable to such election. In the event of such an election, the Company agrees to execute any appropriate documentation as may be reasonably requested by Parent to reflect such election.
Sample 1
RIGHT TO REVISE STRUCTURE OF MERGER. At Parent's election subject to the Company's prior written approval, which shall not be unreasonably withheld, conditioned or delayed, the Merger may alternatively be structured so that another direct or indirect wholly-owned Subsidiary of Parent is merged with and into the Company. In the event of such an election by Parent and approval by the Company, the Company agrees to execute such documentation as may be reasonably requested by Parent to reflect such election.
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RIGHT TO REVISE STRUCTURE OF MERGER. Section 1.4 of the Agreement shall be amended by deleting such section in its entirety and inserting in lieu thereof the following: "At Parent's election, the Merger may alternatively be structured so that the Company is merged with and into another direct or indirect majority-owned subsidiary of Parent or Newco or another direct or indirect majority-owned subsidiary of Parent is merged with and into the Company; PROVIDED, HOWEVER, that no such change shall (i) alter or change the amount or kind of the consideration to be issued to the Company's stockholders in the Merger as set forth in Article III hereof or the treatment of the holders of the Options, (ii) materially impede or delay consummation of the Merger, (iii) release Parent from any of its obligations hereunder or (iv) adversely affect the rights of the Company and its shareholders hereunder. In the event of such an election, the Company agrees to execute such appropriate documentation as may be reasonably requested by parent to reflect such election." 4. ADDITION OF NEWCO AS A PARTY TO THE AGREEMENT. Newco by its execution of this Amendment No.1 hereby covenants and agrees to become a party to the Agreement, as amended hereby, and shall therefore be entitled to all of the rights and benefits under and shall be bound by all of the terms and conditions of the Agreement with the same force and effect as though it had been an original signatory to the Agreement.
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Related to RIGHT TO REVISE STRUCTURE OF MERGER

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • 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.

  • Transactions and Terms of Merger 2 1.1 Merger..................................................................... 2 1.2 Time and Place of Closing.................................................. 2 1.3

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 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 hereof 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.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Articles of Merger The Parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

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

  • Conditions of Merger 14 SECTION 5.1 Conditions to Obligation of Each Party to Effect the Merger 14 SECTION 5.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger ..................................... 15 SECTION 5.3 Additional Conditions to Obligation of the Company to Effect the Merger ............................................... 16 ARTICLE VI

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

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