Transfer of Merger Sub Sample Clauses

Transfer of Merger Sub. Shares At any time prior to Closing, all outstanding shares of Merger Sub may be transferred to any directly or indirectly wholly owned subsidiary of Parent, and such transfer shall be deemed not to constitute a breach of 26 any provision of this Agreement, provided that Parent’s covenant pursuant to Section 9.7 shall apply to such subsidiary of Parent. 9.13 Encryption Immediately following the date hereof the Company (i) shall use its reasonable best efforts to obtain appropriate license from the Israeli Ministry of Defense for its use of any cryptographic measures under the Israeli Declaration Regarding the Control of Commodities and Services (Engagement in Encryption Means), 1974; and (ii) shall provide Parent a full, accurate and complete list of any and all cryptographic measures used by the Company in connection with the Company Intellectual Property, Company Technology, Products and/or otherwise. 10. Fees 10.1 Transaction Expenses Except as provided below, all fees and expenses incurred in connection with the Merger and the other Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. This Section 10 shall survive the consummation, termination or expiration of this Agreement, the Merger and the Transactions. 10.2 Break Fee The Company shall pay to Parent a nonrefundable fee of USD 3,000,000 (in words: three million US dollars) (“Break Fee”) if 10.2.1 Parent terminates this Agreement pursuant to Section 15.1.3.2; 10.2.2 the Company terminates this Agreement pursuant to Section 15.1.4.2; 10.2.3 (i) any Person makes an Acquisition Proposal that is publicly disclosed before the Company Shareholders Meeting but not publicly withdrawn prior to the date that is ten (10) days before the date of the Company Shareholders Meeting; (ii) thereafter this Agreement is terminated pursuant to Sections 15.1.2.1 or 15.1.2.3; and (iii) no later than nine months after such termination, a definitive agreement with respect to such Acquisition Proposal shall be entered into by the Company; 10.2.4 (i) any Person makes an Acquisition Proposal before the Company Shareholders Meeting; (ii) thereafter this Agreement is terminated due to an intentional material breach by the Company pursuant to Section 15.1.3.1; and (iii) no later than nine months after such termination, a definitive agreement with respect to such Acquisition Proposal shall be entered into by the Company; or 10.2.5 this Agreement is terminated pursuant t...
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Related to Transfer of Merger Sub

  • 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”).

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • Merger The Company merges into or consolidates with another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.

  • Secretary of State The Secretary of State of the State of Delaware.

  • Mergers, Reorganizations and Equity Transfers Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions.

  • REGISTRATION WITH THE SECRETARY OF STATE Any business intending to transact business in Montana must register with the Secretary of State. Businesses that are incorporated in another state or country, but which are conducting activity in Montana, must determine whether they are transacting business in Montana in accordance with 35-1-1026 and 35-8-1001, MCA. Such businesses may want to obtain the guidance of their attorney or accountant to determine whether their activity is considered transacting business. If businesses determine that they are transacting business in Montana, they must register with the Secretary of State and obtain a certificate of authority to demonstrate that they are in good standing in Montana. To obtain registration materials, call the Office of the Secretary of State at (000) 000-0000, or visit their website at xxxx://xxx.xx.xxx.

  • Merger, Waiver This Grant and all exhibits and attachments, if any, constitute the entire agreement between the Parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Grant. No waiver or consent under this Grant binds either Party unless in writing and signed by both Parties. Such waiver or consent, if made, is effective only in the specific instance and for the specific purpose given.

  • XX The Secretary of State may a) Waive all or part of the repayment due under sub-clause 5.DD(b) if the Academy Trust obtains his permission to invest the sale proceeds for its charitable purposes; or

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

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