Alternative Merger Sample Clauses
The Alternative Merger clause defines the terms under which parties may pursue a merger with a different entity if the original merger agreement falls through or a better offer arises. Typically, this clause outlines the procedures for considering alternative proposals, including notification requirements, negotiation periods, and any associated fees or penalties. Its core function is to provide flexibility for the parties to respond to changing circumstances or superior offers, while also protecting the interests of the original parties by setting clear rules and potential compensation if the deal changes.
Alternative Merger. If counsel for the Company or Buyer determines within one business day after receipt of the Cash Consideration Notice that the closing condition in Section 7.5 would not be satisfied if the transaction were structured as the Merger but would be satisfied if the transaction were structured as described below and delivers a written notice to the other party of such determination and the reasons therefor, then the parties will restructure the transaction to provide for the merger of the Company with and into Merger Sub, whereupon the separate corporate existence of the Company shall cease and the Merger Sub will be the surviving corporation (the “Alternative Merger”). In the event that the Alternative Merger were to occur, at the Closing, the parties hereto shall cause the Alternative Merger to occur by filing an appropriate and mutually agreed upon Certificate of Merger (the “Alternative Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law. In the event the Company or Buyer notifies the other party of its counsel’s determination and its election to have the Alternative Merger rather than the Merger occur, the references throughout this Agreement (other than this Section 2.6) to the Merger shall be deemed to be references to the Alternative Merger, to the Certificate of Merger shall be deemed to be references to the Alternative Certificate of Merger, and the Surviving Corporation shall be the Merger Sub.
Alternative Merger. With respect to any exchange provided for in this Agreement, Universal or Liberty, as the case may be, may, in lieu of such exchange, effect a transaction intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), of a member or members of the Universal Group or the Liberty Group, as the case may be, that owns LLC Shares by either (A) merging such member or members of the Universal Group or the Liberty Group, as the case may be (other than Universal or Liberty), with and into HSN (or, subject to HSN's consent, which consent shall not be unreasonably withheld and shall be exercised in good faith, with any direct wholly owned subsidiary of HSN) or (B) exchanging all of the issued and outstanding stock of such member or members of the Universal Group or the Liberty Group, as the case may be, for a number of shares of HSN Common Stock (or, in the case of Universal, shares of HSN Class B Stock as described in this Section), in the case of clause (A) or (B) as provided in this paragraph. It shall be a condition to HSN's obligation to effect any such merger or exchange that the representations set forth in Section 6.3 are true and correct, and the party hereto electing to effect such merger or exchange shall have agreed to indemnify HSN with respect to any liabilities of the Group member (regardless of materiality) pursuant to a customary indemnification agreement reasonably satisfactory to HSN. In the event that such condition cannot be satisfied, then Universal or Liberty, as the case may be, shall not be entitled to the right described in this paragraph and such exchange shall be effected as otherwise provided in this Agreement. In the case of a merger or exchange described in this paragraph, the Exchange Rate for each outstanding share of stock of the member of the respective Group shall be calculated by dividing the number of LLC Shares owned by such member of the respective Group by the number of shares of stock of such member issued and outstanding. The Exchange Rate shall be adjusted as contemplated by the definition thereof to include Other Property as applicable. HSN shall take all reasonable actions to cause any merger pursuant to clause (A) above to qualify as a statutory merger under state law and shall make all required tax filings in connection with such merger.
Alternative Merger. In the event that Purchaser and any Affiliates shall acquire in the aggregate at least 50.1% of the outstanding shares of the voting capital stock of John▇▇▇▇, ▇▇rsuant to the Offer or otherwise (including the purchase of the Additional Common Stock and Series A Preferred Stock pursuant to Article 3 of this Agreement), then as soon as practicable after the Closing the parties hereto shall, subject to the provisions of this Article 7, take all necessary and appropriate action to cause a wholly owned subsidiary of Purchaser to be merged with and into John▇▇▇▇, ▇▇th John▇▇▇▇ ▇▇ the surviving corporation (the "Alternative Merger") without a meeting of stockholders of John▇▇▇▇, ▇▇ accordance with the DGCL; such that each share of capital stock of the wholly owned subsidiary of Purchaser owned by Purchaser or its Affiliates shall be cancelled and cease to be outstanding.
Alternative Merger. (a) If the Incorporation Restructuring is effected on or before the Closing, then subject to the terms and conditions of this Agreement, (i) before the Effective Time, the certificate of incorporation of PAI shall be amended and restated in the form of the Amended and Restated Certificate of Incorporation of PIMCO Advisors Inc. attached as Annex C; and (ii) at the Effective Time, (A) the certificate of incorporation of Opgroup shall be amended and restated in the form of the Amended and Restated Certificate of Incorporation of PAI Holdings Corp. attached as Annex D, and (B) ▇▇▇▇ shall be merged with and into PAI Holdings (formerly Opgroup) in accordance with this Agreement (the "Alternative Merger") and the separate corporate existence of ▇▇▇▇ shall thereupon cease. PAI Holdings shall be the surviving corporation in the Alternative Merger. The Alternative Merger shall have the effects specified in the DGCL.
(b) The parties intend that the merger of ▇▇▇▇ into PAI Holdings shall constitute an integral part of the Incorporation Restructuring, that the contribution of Class A Units to PAI and the merger of TAG into PAI as provided in Annex E, and the merger of ▇▇▇▇ into PAI Holdings as provided in this Section 2.3, shall constitute integrated transfers of property to PAI by the holders of such Class A Units, the shareholders of TAG and the Opgroup Shareholders solely in exchange for stock in PAI, and that the transferors shall be in control of PAI within the meaning of Section 351 of the Code immediately after the exchange.
Alternative Merger. (a) In the event that HBT does not deliver the IPO Notice and consummate an IPO by the 31st day of December, 2000, the parties hereby agree to take such actions as may be reasonable and necessary to effect an Alternative Merger of Newco with and into HBT on the following terms and conditions (the "ALTERNATIVE MERGER"):
(i) Within five business days following December 31, 2000, the Board of Directors of HBT shall approve and cause the appropriate officers of HBT to amend HBT's Articles of Incorporation to authorize or designate shares of a class of Preferred Stock with the rights, preferences and privileges substantially in the form of EXHIBIT F attached hereto;
(ii) Each of the parties hereto, as the shareholders of Newco, shall, if and to the extent deemed necessary, approve the Alternative Merger and the alternative Agreement of Merger in the form of EXHIBIT G attached hereto (the "ALTERNATIVE AGREEMENT OF MERGER");
(iii) HBT shall approve the Alternative Merger and the Alternative Agreement of Merger and shall have obtained, prior to the action described in (i) above, the approval of the Alternative Merger and the amendment to the HBT's Articles of Incorporation described in (i) above by HBT's shareholders.
(iv) The appropriate officers of Newco and HBT shall execute and deliver and cause to be filed with the California Secretary of State, the Alternative Agreement of Merger and such certificates of approval and other documents, in such form as required by, and executed in accordance with the relevant provisions of, the CGCL, to effect the Alternative Merger;
(v) Within 15 business days of December 31, 2000, Newco and HBT shall effect the Alternative Merger by filing the Alternative Agreement of Merger with the California Secretary of State pursuant to which Newco shall be merged with and into HBT and HBT shall be the surviving corporation in the Alternative Merger.
(b) Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements contained herein, Newco will merge with and into HBT at the Alternative Effective Time (as defined in this CLAUSE (b)). The terms and conditions of the Alternative Merger and the mode of carrying the same into effect will be as set forth in this Agreement and the applicable provisions of the CGCL. As a result of the Alternative Merger, the separate existence of Newco will cease and HBT will continue as the surviving corporation and shall succeed to and assume all of the righ...
Alternative Merger. At the election of DRI, after consultation with CNG, in lieu of the Second Merger described in Section 1.1 and pursuant to the terms and subject to the conditions of this Agreement, at the Effective Time of the Second Merger (as defined in Section 1.3), CNG shall be merged into DRI in accordance with the laws of the Commonwealth of Virginia and the State of Delaware. DRI shall be the surviving corporation in the Merger and shall continue its existence under the laws of the Commonwealth of Virginia and references herein to "Surviving Corporation" shall be deemed to refer to DRI. The effects and consequences of the Merger shall be as set forth in this Agreement and in Section 13.1-721 of the VSCA. Section I.3
Alternative Merger. Section 1924(a) of the Pennsylvania Business Corporation Law provides that the affirmative vote of a majority of the votes cast by all shareholders (of each of the domestic business corporations that is a party to the merger) entitled to vote on a plan of merger and approval by the board of directors is sufficient to adopt a plan of merger. In the event that CRI Acquisition or its affiliates do not obtain at least 80% of the outstanding shares of Computer Research pursuant to the offer or otherwise, then, CRI Acquisition or its affiliate could effect a long-form, or conventional, merger with the approval of the board of directors and a majority of the shareholders of Computer Research, subject to compliance with the provisions of Section 1924(a) of the Pennsylvania Business Corporation Law. Pursuant to the Purchase Agreement, CRI Acquisition agreed that a long form merger may be effected if CRI Acquisition obtained more than 66 2/3% but less than 80% of the shares of Computer Research.
Alternative Merger