Terms and Conditions of the Mergers Sample Clauses

Terms and Conditions of the Mergers. At the Effective Time, the issued shares of common stock of SCPI shall automatically and without further action by any of the parties hereto be converted into 3,952,420 common shares of beneficial interest, par value $1.00 per share ("PTR Common Shares"), of Security Capital Pacific Trust, a Maryland real estate investment trust. At the Effective Time, the issued shares of common stock of SCGRSI shall automatically and without further action by any of the parties hereto be converted into 343,113 PTR Common Shares. At the Effective Time, each right, option or warrant to acquire a share of common stock of either of the Merging Corporations shall automatically be canceled. At the Effective Time, each issued share of common stock of the Surviving Corporation outstanding immediately prior to the Effective Time shall automatically and without further action by any of the parties remain an issued and outstanding share of common stock of the Surviving Corporation.
Sample 1See All (5)
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Terms and Conditions of the Mergers. At the Effective Time, each issued share of common stock of SCPI shall automatically and without further action by any of the parties hereto be converted into _____________ common shares of beneficial interest, par value $1.00 per share ("PTR Common Shares"), of Security Capital Pacific Trust, a Maryland real estate investment trust. At the Effective Time, each issued share of common stock of SCGRSI shall automatically and without further action by any of the parties hereto be converted into _____________ PTR Common Shares. At the Effective Time, each right, option or warrant to acquire a share of common stock of either of the Merging Corporations shall automatically be cancelled. At the Effective Time, each issued share of common stock of the Surviving Corporation outstanding immediately prior to the Effective Time shall automatically and without further action by any of the parties remain an issued and outstanding share of common stock of the Surviving Corporation.
Sample 1See All (4)

Related to Terms and Conditions of the Mergers

  • Terms and Conditions of the Offer The obligations of Purchaser to accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the satisfaction of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the Offer Conditions and the other terms set forth in this Agreement. Purchaser expressly reserves the right, to the extent permitted by applicable Legal Requirements, to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Purchaser shall not (A) decrease the Offer Price (other than in a manner required by Section 1.1(g),) (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of Annex I, (F) otherwise amend or modify any of the other terms of the Offer in a manner that materially and adversely affects, or would reasonably be expected to materially and adversely affect, any holder of Shares in its capacity as such (provided that Purchaser expressly reserves the right but shall not be obligated to waive any of the Offer Conditions), (G) except as provided in Sections 1.1(c) or 1.1(d), terminate the Offer or accelerate, extend or otherwise change the Expiration Date or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. In accordance with Section 1.1(d), the Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1.

  • Terms and Conditions of Merger The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:

  • Terms and Conditions of Options The Options evidenced hereby are subject to the following terms and conditions:

  • General Terms and Conditions of the Debentures SECTION 2.1. Designation and Principal Amount............................... 3 SECTION 2.2. Maturity....................................................... 3 SECTION 2.3. Form and Payment............................................... 3 SECTION 2.4. Global Debenture............................................... 4 SECTION 2.5. Interest....................................................... 6

  • Terms and Conditions of the Notes The Notes shall be governed by all the terms and conditions of the Indenture, as supplemented by this First Supplemental Indenture. In particular, the following provisions shall be terms of the Notes:

  • Terms of the Merger Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of August 24, 2014, between American and MainStreet (the “Agreement”), at the Effective Date (as defined herein), MainStreet shall be merged with and into American (the “Merger”) in accordance with the provisions of Virginia law, and with the effect set forth in Section 13.1-721 of the Virginia Stock Corporation Act (the “VSCA”). The separate corporate existence of MainStreet thereupon shall cease, and American shall be the surviving corporation in the Merger. The Merger shall become effective on such date and time as may be determined in accordance with Section 1.2 of the Agreement (the “Effective Date”).

  • Terms and Conditions of Sale As defined in Section 3.14(b). Terminal – A point-of-transaction terminal that conforms with the requirements established from time to time by Servicer and the applicable Card Association capable of (i) reading the account number encoded on the magnetic stripe, (ii) comparing the last four digits of the encoded account number to the manually key-entered last four digits of the embossed account number, and (iii) transmitting the full, unaltered contents of the magnetic stripe in the Authorization message. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

  • Terms and Conditions of Option The Option evidenced by this Agreement is subject to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.

  • General Terms and Conditions of the Notes Section 201.

  • Other Terms and Conditions The Notes shall have such other terms and conditions as provided in the form thereof attached as Exhibit A hereto.

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