Anticipated Merger Sample Clauses

Anticipated Merger. The Corporation entered into that certain Agreement and Plan of Merger (“Merger Agreement”), dated as of January 10, 2020, by and among WESCO International, Inc., a Delaware corporation (“Parent”), Warrior Merger Sub, Inc., and the Corporation (the transactions contemplated thereby, the “Merger”). Notwithstanding anything in the Plan, a change in control severance agreement to which Participant is a party, or any other document, (i) the vesting of the Units shall not accelerate solely as a result of the Merger and (ii) solely with respect to the Grant, the Merger shall not constitute a “change in control” or “change of control” for any purpose. It is an express condition to Participant’s receipt of the Grant that Participant acknowledge and agree to the terms set forth in the immediately preceding sentence and, by accepting the Grant, Participant does so acknowledge and agree. Upon the consummation of the Merger, the Grant (and the Units subject thereto) will remain outstanding and be converted into an award (a “Parent Phantom Award”) of a number of cash-settled Parent phantom stock units equal to the product, rounded to the nearest whole number, of (i) the number of shares of the Corporation subject to the Grant, multiplied by (ii) the Equity Award Exchange Ratio. For purposes of the Grant, “Equity Award Exchange Ratio” means the sum of (1) the Common Exchange Ratio and (2) the quotient of (a) the sum of (i) the Cash Consideration and (ii) the product of the (x) the Preferred Exchange Ratio and (y) the face value of a Depositary Share, divided by (b) the Average Parent Stock Price (with all capitalized terms in such definition having the meaning assigned to them in the Merger Agreement). Each Parent Phantom Award shall have the same terms and conditions that apply to the Grant, except that the Parent Phantom Award shall be settled solely in cash (and shall not represent the right to receive stock of any kind) with each unit subject to the Parent Phantom Award representing the right to receive an amount of cash equal to the fair market value of one share of Parent common stock on the applicable vesting date, and shall be eligible to vest on vesting schedule provided in Section 2 hereof, subject to Participant’s continued employment through the applicable vesting date, except that (i) in the event of Participant’s termination of employment due to death, Disability or Retirement, the Parent Phantom Award will vest upon the termination date, and will be settl...
Sample 1
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Related to Anticipated Merger

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Share Exchange Each of the Shareholders desires to transfer to, and the Acquiror desires to acquire from each Shareholder, that number of Shares set out beside the respective names of the Shareholders in Exhibit B for the consideration and on the terms set forth in this Agreement. The aggregate consideration for the Shares acquired by the Acquiror pursuant to this Agreement will be 20,000,000 shares of the Acquiror's Common Stock to be issued on a pro rata basis among the Shareholders based on the percentage of the Shares owned by such Shareholder as set forth in Exhibit B.

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

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