Amalgamation Proposal Sample Clauses

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Amalgamation Proposal. PubCo shall exercise its rights as the sole shareholder of Amalgamation Sub in so far as it is able to cause Amalgamation Sub to approve the Amalgamation Proposal, including by voting in favor of the Amalgamation Proposal.
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Amalgamation Proposal. 30.1. Where an amalgamation involving this Council is proposed the following process shall occur forthwith.
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Amalgamation Proposal. 11.5.1 Where an amalgamation or boundary change which impacts on staff of this Council is proposed the following process shall occur forthwith:- 11.5.2 An Amalgamation Consultative Committee shall be established to discuss and agree to procedures dealing with issues affecting staff as a result of the proposed amalgamation with the other Council or Councils comprising:- Two Workplace Representatives Chief Executive Officer ASU Industrial Officer 11.5.3 The Chief Executive Officer shall approach the other Council or Councils to confirm the establishment of a Joint Amalgamation Consultative Committee including:- Two Workplace Representatives The Chief Executive Officer ASU Industrial Officer To discuss and agree to procedures dealing with issues affecting staff of all Councils as a result of the proposed amalgamation and to agree to the terms of an Amalgamation Agreement. 11.5.4 The Amalgamation Agreement shall include but not be limited to the following:- Job Security General Principles for Workforce Merger Introduction of new Organisational Structure Grievance/Dispute Resolution Procedure Redeployment Policy Part-time Work Policy Outplacement of Staff Voluntary Separation Packages
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Amalgamation Proposal. 11.5.1 Where an amalgamation or boundary change which impacts on staff of this Council is proposed the following process shall occur forthwith -
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Amalgamation Proposal. In the event of amalgamation, the parties to this Agreement recognise that the terms and conditions of this Agreement shall continue to apply to employees unless a separate further Agreement regarding amalgamation is negotiated between the parties. CLAUSE 33
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Amalgamation Proposal. Within 24 hours of the date of this Agreement, Parent shall deliver to AARK its consent, as sole shareholder of Amalgamation Sub, approving the Amalgamation. Without limiting the foregoing, Parent shall exercise its rights as the sole shareholder of Amalgamation Sub in so far as it is able to cause Amalgamation Sub to approve the Amalgamation Proposal, including by voting in favor of the Amalgamation Proposal.
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Related to Amalgamation Proposal

  • Alternative Proposals Prior to the Effective Time, the Company agrees that it will not, directly or indirectly, through any officer, director, agent or otherwise, (i) solicit or initiate, directly or indirectly, or encourage submission of inquiries, proposals or offers from any potential buyer (other than the Purchaser) relating to the disposition of the assets or securities of the Company, or any part thereof (other than sales of inventory in the ordinary course) or (ii) participate in any discussions or negotiations regarding, or furnish any person with information with respect to, the disposition of the assets or any securities of the Company or any part thereof (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"); provided, however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited, bona fide Alternative Proposal or delivers an unsolicited, bona fide, written expression of interest that could reasonably be expected to lead to an Alternative Proposal, which is not subject to the arrangement of financing (other than securities of an acquiror to be issued to holders of shares of Common Stock in an acquisition thereof by merger or consolidation) and that the Board of Directors of the Company in good faith determines (in consultation with its financial advisors) represents a financially superior transaction for the stockholders of the Company as compared to the Merger, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) subject to the same fiduciary standards as in the preceding clause (A), the Company keeps the Purchaser informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (A) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), (B) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (C) affect any other obligation of the Company under this Agreement.