The Merger Agreement. This section of the Offer to Purchase describes certain provisions of the Merger Agreement but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as an exhibit to the Schedule TO and is incorporated herein by reference. You are encouraged to read the full text of the Merger Agreement because it is the legal document that governs the Offer and the Merger. The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 8—"Certain Information Concerning ArcSight—Available Information." The Merger Agreement is not intended to provide you with any other factual information about HP, Purchaser or ArcSight. Such information can be found elsewhere in this Offer to Purchase. The Merger Agreement provides that following the satisfaction or waiver of the conditions described in this Section 12 under "—Conditions to the Merger," Purchaser will be merged with and into ArcSight and each then outstanding Share (other than Shares owned directly by HP, Purchaser or ArcSight, or Shares that are held by stockholders, in each case, if any, who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive cash in an amount equal to the Offer Price, without interest thereon and less any applicable withholding taxes. The Merger Agreement provides that, notwithstanding anything to the contrary set forth in the Merger Agreement, (i) we will extend the Offer for any period required by any rule or regulation of the SEC or the NASDAQ, in any such case which is applicable to the Offer; and (ii) in the event that all of the conditions to the Offer, including the Minimum Condition or any of the other conditions set forth in Section 14—"Conditions of the Offer," are not satisfied or waived (if permitted under the Merger Agreement) as of any then scheduled expiration of the Offer, we will extend the Offer for successive extension periods of up to 10 business days each in order to permit the satisfaction of all of the conditions to the Offer. However, we are not obligated under the Merger Agreement to extend the Offer beyond the Initial Termination Date (as defined below) or the Extended Termination Date (as defined below), as applicable, or if the Merger Agreement is terminated pursuant to its terms. In addition, the Merger Agreement provides that, followi...
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.
The Merger Agreement. The following summary of the material provisions of the Merger Agreement and all other provisions of the Merger Agreement discussed herein are qualified in their entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons.” Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement. The summary description has been included in this Offer to Purchase to provide you with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any rights or obligations of the parties under the Merger Agreement or any factual information about Parent, Purchaser or the Company or the transactions contemplated in the Merger Agreement contained in public reports filed by Parent or the Company Table of Contents with the SEC. Such information can be found elsewhere in this Offer to Purchase. The Merger Agreement has been filed as an exhibit to the Current Report on Form 8-K filed by the Company with the SEC on January 22, 2018. The Merger Agreement and the summary of its terms contained in the Current Report on Form 8-K filed by the Company with the SEC on January 22, 2018, are incorporated herein by reference as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and, in the case of certain covenants relating to indemnification of directors and officers, for the benefit of directors and officers of the Company designated as third-party beneficiaries), and are intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures in confidential disclosure schedules delivered by the Company to Parent and Purchaser in connection with the signing of th...
The Merger Agreement. (a) MOC undertakes not to agree to any waiver, amendment, termination or cancellation of, or of any term of, the Merger Agreement or the Voting Agreement.
(b) Toreador agrees to waive any default, event of default or breach of representation or warranty under the Merger Agreement, the Voting Agreement, the Toreador Subordinated Revolving Credit Agreement and the Toreador Subordinated Revolving Credit Note constituted by MOC issuing shares to Barclays Nominees (Branches) Limited, and the Obligors undertaking to deliver shares, in accordance with paragraph 3(a)(ii) of the Merger Waiver Letter.
The Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. To the knowledge of the Company, no party is in breach of its representations, warranties, or covenants contained in the Merger Agreement, except as such breach would not have a material adverse effect on the completion of the Acquisition.
The Merger Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither the approval, execution, delivery or public announcement of the Merger Agreement nor the consummation of the transactions contemplated thereby or the performance by the Company of its obligations thereunder shall cause (a) the Rights to become exercisable, (b) BAC or any of its Affiliates or Associates to be an Acquiring Person, (c) a Stock Acquisition Date to occur or (d) a Distribution Date to occur.
The Merger Agreement. Concurrently with the execution of this Agreement, the Company has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and this Agreement, the “Merger Agreement”), by and among PacWest Bancorp, a Delaware corporation (“PACW”), the Company and Cal Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth therein, among other things, the Company will consummate a strategic business combination transaction whereby (a) Merger Sub will merge with and into PACW (the “Merger”), so that PACW is the surviving corporation in the Merger, and (b) immediately following the Merger becoming effective, the Company shall cause PACW to be merged with and into the Company (the “Second Step Merger,” and together with the Merger, the “Mergers”), so that the Company is the surviving corporation in the Second Step Merger.
The Merger Agreement. The Limited Partnership Agreement of the Partnership, as amended to date (the "Partnership Agreement").
The Merger Agreement. The merger agreement between the Partnership and the Purchaser will be entered into only if the Unitholders approve the amendment to the Partnership's partnership agreement. Under the merger agreement, the merger of the Partnership with and into the Purchaser will not take place unless the Unitholders approve the merger. If the merger is approved at the special meeting, the General Partners on behalf of the Partnership intend to enter into an agreement substantially in the form of the merger agreement. The material provisions of the merger agreement are summarized below. Although complete in all material respects, this summary is qualified by reference to the full text of the merger agreement attached to this proxy statement as Annex A. Unitholders are encouraged to read the merger agreement carefully. If all of the conditions in the merger agreement are met, principally the approval by the Unitholders of the merger, at the effective time of the merger, the Partnership will be merged with and into the Purchaser, with the Purchaser continuing as the surviving entity. The Purchaser, as the surviving entity, will succeed to and possess all of the rights, privileges and powers of the Partnership, whose assets shall vest in the Purchaser, and who will then be liable for all of the liabilities and obligations of or any claims or judgments against the Partnership. CLOSING DATE; EFFECTIVE TIME OF THE MERGER The merger will become effective at 5:00 p.m. on the date on which the latter of (1) the filing of the certificate of merger with the Office of the Secretary of State of Delaware and (2) the filing of the certificate of merger with the Secretary of State of the Commonwealth of Massachusetts.
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