APPROVE THE MERGER Sample Clauses

APPROVE THE MERGER. If the merger is not approved by Unitholders, the General Partners will continue to operate the Partnership in accordance with the terms of the partnership agreement and in fulfillment of their fiduciary duties. The Partnership may (1) continue to hold the Properties, (2) refinance either or both of the Properties and utilize the proceeds of the refinancing to implement capital improvements in the Properties, (3) solicit offers from potential purchasers to acquire either or both Properties, through bid solicitation, auction or otherwise or (4) pursue other strategies intended to enhance the value of the Unitholders' investment in the Partnership. PLANS OR PROPOSALS BY PARTNERSHIP OR AFFILIATES FOLLOWING THE MERGER Following the completion of the merger, the Purchaser intends to review the Partnership and its assets, distribution policy, capitalization, operations, properties, policies, management and personnel and consider what further changes, if any, would be desirable in light of the circumstances which then exist. The Purchaser presently anticipates conducting the business and operations of the Partnership substantially as they are currently conducted. The Purchaser does not have any specific plans for the sale or disposition of the Properties or any material change in the business of the Partnership following the merger. The Purchaser will, however, evaluate any proposals and may sell or dispose of its assets if attractive terms are offered. Presently, there are no arrangements or proposals to do so. Under the agreements entered into in connection with the merger, Equity Resources, which following the merger will own approximately 25% of the Purchaser, may require the managing members of the Purchaser to cause the Purchaser to attempt to sell the Properties at any time during the six-month period following the fifth anniversary of the completion of the merger. See "Related Agreements." FINANCING OF THE MERGER SOURCE OF FUNDS The aggregate consideration to be paid to Unitholders is approximately $37.5 million. Of this amount, up to $16 million will be in the form of a capital contribution from KRF Company to the Purchaser and the remainder will be obtained from the anticipated refinancing of existing mortgage indebtedness of the Partnership. In addition, Equity Resources will contribute 3,985.5 Units currently held by them in the Partnership as a capital contribution to the Purchaser. KRF Company will finance its capital contributions to the Purchaser ...
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Related to APPROVE THE 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”).

  • 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.

  • Effective Time of the Merger At the Effective Time of the Merger, NEWCO shall be merged with and into the COMPANY in accordance with the Articles of Merger, the separate existence of NEWCO shall cease, the COMPANY shall be the surviving party in the Merger and the COMPANY is sometimes hereinafter referred to as the Surviving Corporation. The Merger will be effected in a single transaction.

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

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

  • Effective Date of the Merger The Merger shall become effective when a properly executed Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, which filing shall be made concurrently with the closing of the transaction contemplated by this Agreement in accordance with Section 1.12. When used in this Agreement, the term "Effective Date" shall mean the date and time at which such Certificate of Merger is so filed or at such time thereafter as is provided in such Certificate of Merger.

  • Bank Merger The Parties shall stand ready to consummate the Bank Merger immediately after 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.

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