Terms of the Merger Agreement. 3 Share Ownership of Instron Following the Merger........... 5
Terms of the Merger Agreement. 50 Estimated Fees and Expenses of the Merger................. 56 (v) 10
Terms of the Merger Agreement. Notwithstanding anything herein to the contrary, the Stockholder acknowledges and agrees that it is not a party to the Merger Agreement and it has no rights under any provision thereof, except for the Stockholder’s rights on the terms and conditions set forth therein (i) to receive the Merger Consideration with respect to the shares of Company Common Stock that it Beneficially Owns pursuant to the Merger Agreement as in effect as of the date of this Agreement (or as may be amended following such date in accordance with the terms of the Side Letter) and (ii) as an express third-party beneficiary to enforce the provisions of Sections 8.10(a) to 8.10(c) of the Merger Agreement to the extent related to the Stockholder.
Terms of the Merger Agreement. Notwithstanding anything herein to the contrary, each Stockholder acknowledges and agrees that it is not a party to the Merger Agreement and it has no rights under any provision thereof, except for such Stockholder’s rights on the terms and conditions set forth therein (i) to receive the Merger Consideration with respect to the shares of Company Stock that it Beneficially Owns pursuant to the Merger Agreement and (ii) as an express third party beneficiary to enforce the provisions of the Merger Agreement in accordance with Section 11.06 thereof to the extent related to such Stockholder.
Terms of the Merger Agreement. The Slack board, with the assistance of legal advisors, reviewed the terms of the merger agreement, including: • the ability of Xxxxx’x board, subject to specified limitations, to respond to and engage in discussions or negotiations regarding unsolicited third-party acquisition proposals under certain circumstances and, ultimately, to terminate the merger agreement in order to accept a superior proposal under specified circumstances; • the fact that Slack’s board has the right, after complying with specified covenants and prior to the Slack stockholder approval being obtained, to change its recommendation to the Slack stockholders that they vote in favor of the adoption of the merger agreement if Slack’s board determines in good faith after consultation with Xxxxx’x outside legal counsel and financial advisors, that as a result of a superior proposal or certain intervening events the failure to change its recommendation would be reasonably likely to violate its fiduciary duties to Slack’s stockholders under applicable law; and • Slack’s right to terminate the merger agreement under certain circumstances, including in order to accept and enter into a definitive agreement with respect to an unsolicited superior offer in certain circumstances, subject to providing Salesforce an opportunity to match such proposal prior to taking such action, and payment to Salesforce of a termination fee of $900 million if the merger agreement is so terminated, which amount the Slack board believes to be reasonable under the circumstances and taking into account the range of such termination fees in similar transactions.
Terms of the Merger Agreement. Notwithstanding anything herein to the contrary, each Shareholder acknowledges and agrees that it has no rights under any provision of the Merger Agreement, except for such Shareholder’s rights on the terms and conditions set forth therein (a) to receive the Merger Consideration with respect to the Company Shares that it Beneficially Owns pursuant to the Merger Agreement and (b) as an express third-party beneficiary to enforce the provisions of Section 6.09 of the Merger Agreement to the extent such Shareholder is otherwise covered under such Section 6.09.
Terms of the Merger Agreement. The Borrower shall:
(a) not reduce the Per Share Merger Consideration and/or the Per ADS Merger Consideration payable in accordance with (and as defined in) the Merger Agreement without the prior written consent of the Lender;
(b) not waive or amend (and use reasonable endeavours to ensure there is no waiver or amendment to) or declare or treat as satisfied any condition of the Merger Agreement where such waiver or consent would be materially prejudicial to the interests of the Lender unless the Lender has given its consent;
(c) if it becomes aware of a circumstance or event which is covered by any condition of the Merger Agreement which, if not waived, would entitle the Borrower or the Target to terminate the Merger Agreement, it shall promptly notify the Lender; and
(d) if a circumstance or event referred to in Clause 18.8(c) occurs and the Lender states that, in its bona fide opinion, that circumstance or event would reasonably be expected to have a Material Adverse Effect, consult with the Lender as to whether to exercise any rights of withdrawal. The Borrower shall provide (or cause to be provided) to the Lender evidence that all filings have been made with each applicable Governmental Agency that are necessary for the Target Shares to be delisted from the NASDAQ Stock Market within sixty (60) days after the Completion of the Merger and deregistered under the Securities Exchange Act of 1934, as amended, within one hundred (100) days after the Completion of the Merger.
Terms of the Merger Agreement. The EQR Board of Trustees believes the terms of the Merger to be fair to EQR and its shareholders.
Terms of the Merger Agreement. The Energen board reviewed and considered that the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the merger agreement may be terminated, in its belief, are
Terms of the Merger Agreement. The Noble Energy Board reviewed and considered the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the merger agreement may be terminated, and concluded that such terms are reasonable and fair to Noble Energy. The Noble Energy Board also reviewed and considered the conditions to the completion of the merger, including regulatory approvals, which it believes are likely to be satisfied on a timely basis. The Noble Energy Board noted in particular that the completion of the merger is not subject to any financing condition or any condition based upon Chevron stockholder approval, which enhances the likelihood of the merger’s consummation. In the course of its deliberations, the Noble Energy Board also considered a variety of risks and other potentially negative factors, including the following:
