Common use of Alternative Merger Structure Clause in Contracts

Alternative Merger Structure. While it is currently contemplated that the Merger shall be effected through the merger of Sub with and into Seller, Buyer shall have the option, in its sole discretion, to cause the Merger to be effected through an alternative transaction structure of Seller merging with and into Buyer, with Buyer being the Surviving Corporation (the "Alternative Merger"), in which the case the appropriate technical provisions of this Agreement shall be deemed to be amended as necessary in order to effect the Alternative Merger. If Buyer desires to effect the Alternative Merger, it shall deliver a notice to Seller of its election to do so, which notice shall be available for the inspection of any stockholder of Seller upon request during normal business hours. As part of the Proxy Statement and in the manner required by applicable law, Seller shall describe the provisions of this Section 1.05 such that approval of the Seller Voting Proposal shall entail approval of both Merger and (if elected to be effected by Buyer) the Alternative Merger. In the event an Alternative Merger is effected, (i) Seller shall not be deemed to be in breach of any representation, warranty or covenant contained herein to the extent any such representation, warranty or covenant would not have been breached if the Merger had been consummated as contemplated by this Agreement without giving effect to this Section 1.05 and (ii) the Alternative Merger shall in no way reduce, impair or otherwise impact the indemnification of Seller's directors and officers after the Closing as set forth in Section 6.13.

Alternative Merger Structure. While it is currently contemplated that the Merger shall be effected through the merger of Sub Buyer with and into Sellerthe Company, Buyer shall have the option, in its sole discretiondiscretion and without requiring the further consent of the Company or the Company's Board of Directors or stockholders, to cause the Merger to be effected through an alternative transaction structure pursuant to which a wholly owned Subsidiary of Seller merging Buyer ("MERGER SUB") will merge with and into Buyerthe Company, with Buyer the Company being the Surviving Corporation Company (the "ALTERNATIVE MERGER"); PROVIDED, HOWEVER, that the Alternative Merger shall require the consent of the Company and the Company's Board of Directors if the Alternative Merger would delay the Closing or require any additional consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority. In case of an Alternative Merger"), the effects set forth in which the case the appropriate technical provisions of this Agreement SECTION 2.01(a) shall be deemed amended to provided that each share of common stock of Merger Sub would be amended as necessary in order converted into a share of Surviving Corporation Common Stock. Buyer shall make such election by delivering to the Company a notice (the "ELECTION") electing to effect the Alternative Merger. If Buyer desires to effect the Alternative Merger, it shall deliver a notice to Seller of its election to do so, which notice The Election Notice shall be available for the inspection of any stockholder of Seller the Company upon request during normal business hours. For purposes of this Agreement, all references to the term "Merger" shall be deemed to include the Alternative Merger, except for such references contained in this SECTION 1.09. As part of the Proxy Statement and in the manner required by applicable law, Seller the Company shall describe the provisions of this Section 1.05 such that approval of the Seller Voting Proposal shall entail approval of both Merger and (if elected to be effected by Buyer) the Alternative Merger. In the event an Alternative Merger is effected, (i) Seller shall not be deemed to be in breach of any representation, warranty or covenant contained herein to the extent any such representation, warranty or covenant would not have been breached if the Merger had been consummated as contemplated by this Agreement without giving effect to this Section 1.05 and (ii) the Alternative Merger shall in no way reduce, impair or otherwise impact the indemnification of Seller's directors and officers after the Closing as set forth in Section 6.13SECTION 1.09.