Dutch Merger definition
Examples of Dutch Merger in a sentence
Purchaser shall have the right to make rules (which shall not be inconsistent with the terms of this Agreement, shall be in accordance with applicable Law, including the Dutch Merger Code, and the rules and regulations of the ASE, shall be reasonably acceptable to the Company and Stockholder and shall be equitable to the Company's shareholders) governing the Election.
Purchaser and the Company shall invite the ASE and the Dutch Merger Panel to review drafts of the Notice of Offer and provide any comments they may have.
Purchaser shall consummate the Offer and acquire all Tendered Shares properly tendered and not withdrawn (the "CLOSING") at the earliest time permitted under the Exchange Act, the Dutch Merger Code and other applicable Dutch Laws and as of which all of the Offer Conditions shall have been satisfied or waived by Purchaser.
In accordance with the requirements of the Dutch Merger Code, prior to the Closing, the Company shall duly call, give notice of, convene and hold the Informational Meeting.
The Notice of Offer shall contain all the information required by the Dutch Merger Code, including the information referred to in Article 6, Article 9, paragraph 2 and Article 10 thereof, and shall also contain a written opinion of Lazard Freres & Co. LLC, dated as of May 21, 1998, addressed to the Company that the Offer Consideration is, in the opinion of such advisor, fair to the holders of the Company Shares, from a financial point of view.
The Notice of Offer shall comply as to form and substance in all respects with the requirements of the Dutch Merger Code, the Trade 16 9 Act, including any conditions that may be attached to the dispensation granted pursuant to Section 4 of the Trade Act, and the applicable rules and regulations of the ASE and shall be consistent with Dutch commercial practice.
Notwithstanding anything to the contrary in this Section 2.4, the date of the Dutch Merger Publication shall be on a date reasonably selected by Parent and the Company, and the EGM (or Subsequent EGM, if applicable) shall be held in compliance with all applicable Laws as promptly as practicable after the date of the Dutch Merger Publication.
The SER Merger Code Notifications Condition shall be deemed satisfied in the event that the Dutch Merger Committee (Sociaal Economische Raad) is informed of the Proposed Transaction in accordance with clauses 1 and 2 of this Annex 3 and in accordance with Articles 3, 4 and 8 of the Merger Code 2015.
The Administrative Agent confirms its rights, if any, pursuant to article 2:319 of the Dutch Civil Code in relation to the cancellation of the right of pledge over the shares in the capital of DIBV, as a consequence of the Dutch Merger, are satisfied as a consequence of its pledge over shares in the capital of DHBV pursuant to a notarial deed of pledge executed on October 20, 2016 before ▇.
Subject to the terms and conditions hereof, and notwithstanding Sections 7.04(e), 7.18 and 11.06(a) of the Credit Agreement (or any other provision of the Credit Agreement or the other Loan Documents), the Administrative Agent and the Lenders hereby consent to the Dutch Merger and to the Domestic Borrower and DHBV voting their shares in the capital of DHBV and DIBV in order to effect the Dutch Merger notwithstanding any voting restriction pursuant to the pledge over such shares (the “Consent”).