MTI Merger definition

MTI Merger has the meaning set forth in the recitals.

MTI Merger. Sub" Preamble "MTI Merger Sub Common Stock" 2.4(a) "MTI Surviving Corporation" 2.1 "MTI Surviving Corporation Common Stock" 2.4(a) "Notice of Sale" 16.6 "NASD" 12.1(e) "1940 Act" 12.18(a) "1934 Act" 12.18(c) "Open Sale Period" 16.6 "Operating Agreement Amendment" 11.12 "Parent" Preamble "Parent Approvals" 14.3(a) "Parent Common Stock" 1.4(c) "Parent Disclosure Schedule" 14.4 "Parent Financial Statements" Lead-in paragraph to Article XIV "Parent Preferred Stock" 14.2 "Parent Stock Option Plans" 14.2 "Parent SEC Documents" 14.4 "Parent's Internal Trading Policies" 16.1(b)(iv) "Xxxxxx" Preamble "Xxxxxx Articles of Merger" 6.2 "Xxxxxx Effective Time" 6.2 "Xxxxxx Exchange Ratio" 6.4(c) "Xxxxxx Merger" 6.1 "Xxxxxx Merger Sub" Preamble "Xxxxxx Merger Sub Common Stock" 6.4(a) "Xxxxxx Surviving Corporation" 6.1 "Xxxxxx Surviving Corporation Common Stock" 6.4(a) "Per-Claim Hurdle" 20.3(a) "Post-Signing Disclosure" 15.10 91

MTI Merger means the merger of MTI Acquisition Corp. with and into MTI, with MTI being the surviving corporation of such merger, and as a result of which, MTI shall become a Wholly-Owned Subsidiary of the Borrower.

Examples of MTI Merger in a sentence

• The only vote of the stockholders of MTI required to approve the plan of merger (in accordance with Section 92A-120 of the NML) contained in this Agreement and approve the MTI Merger is the affirmative vote of the holders of not less than a majority of the outstanding shares of the MTI Common Stock (the “MTI Stockholder Approval”).

• If the holders of such convertible securities do not voluntarily convert such securities, the Parties will jointly use their best efforts to ensure that the transactions contemplated by this Agreement are effectuated in such a manner as to ensure that all such convertible securities will be converted prior to or in connection with the consummation of the MTI Merger.

• At the MTI Effective Time, by virtue of the MTI Merger and without any action on the part of any Person, each share of common stock, $.0001 par value, of Merger Sub M (the “Merger Sub M Stock”) issued and outstanding immediately prior to the MTI Effective Time shall be converted into and become one fully paid and nonassessable share of MTI Survivor Common Stock, with the same rights, powers and privileges of the shares so converted.

• From time to time after the EVI Effective Time and the MTI Effective Time, Parent shall make available to the Exchange Agent certificates of Parent Common Stock in amounts and at the times necessary for the payment of the EVI Merger Consideration and the MTI Merger Consideration pursuant to Section 3.1(a) and Section 3.3(a) (the “Exchange Fund”).

• The execution, delivery and performance by MTI of this Agreement, and the consummation by MTI of the MTI Merger and the other transactions contemplated hereby, have been duly and validly authorized by the MTI Board and, except for obtaining MTI Stockholder Approval, no other corporate proceedings on the part of MTI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder.

• The MTI Merger shall become effective at such time as the MTI Certificate of Merger is duly filed with the Secretary of State of the State of Nevada, or at such later time as the Parties shall agree in compliance with the NML and as shall be set forth in the MTI Certificate of Merger (such time at which the MVI Merger becomes effective is referred to in this Agreement as the “MVI Effective Time”).

• MTI has taken all actions necessary to exempt the MTI Merger, this Agreement and the other transactions contemplated by this Agreement from the restrictions on business combinations and voting requirements contained in Sections 78.411 through 78.444 (inclusive) of the NML.

• No other anti-takeover or other similar statute or regulation applies to the MTI Merger, this Agreement, or any of the other transactions contemplated by this Agreement.

• Furthermore, AMISOM troops allow civilians to live amongst them, which could result in competing demands for space within the tight confines of the bases.

• As a result of the MTI Merger, all of the respective outstanding shares of capital stock of MTI and MTI Merger Sub shall be converted or cancelled in the manner provided in Section 2.4.