Squeeze-Out Merger Sample Clauses

Squeeze-Out Merger. Other than in connection with a Drag-Along Sale, in the event that (i) Anchorage and JPMorgan (individually or collectively), or any of their respective Affiliates, hold ten percent (10%) or more of the issued and outstanding Common Stock and agree to effect any “squeeze-out” merger (or similar transaction) of the Company, and
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Squeeze-Out Merger. In the event the Acceptance Time occurs but the Squeeze-Out Condition is not satisfied as of immediately prior to the Acceptance Time, Parent shall, subject to Section 3.4(b), use its reasonable best efforts to consummate a Squeeze-Out Merger prior to the two-year anniversary of the Acceptance Time, including, without limitation, through one or more Extraordinary Transactions.
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Squeeze-Out Merger. From and after the date of this Agreement, the Securityholders shall use reasonable commercial efforts to cause all remaining shareholders of the Company to sell them their Shares, with the intent the Securityholders obtaining one hundred percent (100%) of all Shares. In the event that less than one hundred percent (100%) of all Shares would be owned immediately after the Closing by the Buyer (such Shares that are not held by Buyer, the “Minority Shares”), then, Buyer may, subject to Section ‎7.11, initiate a squeeze-out merger. Upon Buyer’s election to initiate a squeeze-out merger, (a) the Buyer shall then take all necessary and appropriate action to (i) cause a subsidiary of Buyer (formed under the laws of Switzerland) to merge with the Company in accordance with article 8 para. 2 of the Swiss Merger Act (the “Squeeze-Out Merger”), (ii) cause the Squeeze-Out Merger to become effective (the effective time of the Squeeze-Out Merger being referred to herein as the “Effective Time”), and (iii) structure the Squeeze-Out Merger such that at the Effective Time, each Minority Share is converted into the right to receive in cash the same economic benefits as the Securityholders received for the Sold Shares; and (b) the reasonable out-of-pocket fees and expenses (but, for the avoidance of doubt, not the consideration) incurred by CryoLife, Parent, Buyer and the Company in implementing such Squeeze-Out Merger shall be borne by the Securityholders.
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Related to Squeeze-Out Merger

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

  • 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.

  • Bank Merger Immediately following the Merger, Xxxxxx City Savings Bank, a federal savings association and wholly owned Subsidiary of Xxxxxx (“Xxxxxx Bank”), will merge (the “Bank Merger”) with and into Manufacturers and Traders Trust Company, a bank chartered under the laws of the State of New York and a wholly owned Subsidiary of M&T (“M&T Bank”). M&T Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Manufacturers and Traders Trust Company, and, following the Bank Merger, the separate existence of Xxxxxx Bank shall cease. The parties agree that the Bank Merger shall become effective immediately following the Effective Time. The Bank Merger shall be implemented pursuant to a subsidiary plan of merger, in a form to be specified by M&T in consultation with Xxxxxx (the “Subsidiary Plan of Merger”). In order to obtain the necessary state and federal Regulatory Approvals for the Bank Merger, M&T and Xxxxxx shall cause the following to be accomplished prior to the filing of applications for Regulatory Approval: (i)(A) Xxxxxx shall cause Xxxxxx Bank to approve the Subsidiary Plan of Merger, (B) Xxxxxx, as the sole shareholder of Xxxxxx Bank, shall approve the Subsidiary Plan of Merger and (C) Xxxxxx shall cause the Subsidiary Plan of Merger to be duly executed by Xxxxxx Bank and delivered to M&T, and (ii)(A) M&T shall cause M&T Bank to approve the Subsidiary Plan of Merger, (B) M&T, as the sole shareholder of M&T Bank, shall approve the Subsidiary Plan of Merger and (C) M&T shall cause the Subsidiary Plan of Merger to be duly executed by M&T Bank and delivered to Xxxxxx. Prior to the Effective Time, Xxxxxx shall cause Xxxxxx Bank, and M&T shall cause M&T Bank, to execute such certificates of merger and articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Effective Time. M&T shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of M&T Bank, the number of directors constituting the Board of Directors of M&T Bank shall be increased by one and Xxxxxx’x CEO shall be appointed as a director of M&T Bank.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

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