Contingent upon the Merger Sample Clauses

Contingent upon the Merger. This Agreement is contingent upon successful completion of the Merger, and upon such completion, shall become effective upon the Effective Date. If the anticipated Merger does not close, this Agreement shall have no effect and shall terminate as of the termination of the Merger Agreement, and neither the Company nor Employee shall have obligations hereunder. WHEREFORE, the parties hereto, intending to be legally bound and by their respective signatures below, acknowledge that there exist no other promises, representations or agreements relating to this Agreement except as specifically set forth herein, and that they knowingly and voluntarily enter into this Agreement with a full understanding of its contents and having had sufficient time to consider the Agreement and, if the party chose to do so, to consult with an attorney. /s/ Ho Shin DATE: 10/5/15 Employee: Ho Shin MILLENNIAL MEDIA, INC. By: /s/ Xxxxx Xxxxxx DATE: 10/2/15 Xxxxx Xxxxxx, Chief People Officer Exhibit A Older Worker Benefit Protection Act Disclosures
Sample 1
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Contingent upon the Merger. This Agreement is contingent upon successful completion of the Merger, and upon such completion, shall become effective upon the Effective Date. If the anticipated Merger does not close, this Agreement shall have no effect and shall terminate as of the termination of the Merger Agreement, and neither the Company nor Employee shall have obligations hereunder. WHEREFORE, the parties hereto, intending to be legally bound and by their respective signatures below, acknowledge that there exist no other promises, representations or agreements relating to this Agreement except as specifically set forth herein, and that they knowingly and voluntarily enter into this Agreement with a full understanding of its contents and having had sufficient time to consider the Agreement and, if the party chose to do so, to consult with an attorney. s/ Xxxx Xxxxxxxxx DATE: Oct 12 2015 Employee: Xxxx Xxxxxxxxx MILLENNIAL MEDIA, INC. DATE: 10/13/15 By: s/ Ho Shin Ho Shin, General Counsel & Chief Privacy Officer Exhibit A Older Worker Benefit Protection Act Disclosures
Sample 1

Related to Contingent upon the Merger

  • 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.

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • 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.

  • Treatment of Warrant Upon Acquisition of Company (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Effects of the Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Certain Corporate Transactions In the event of certain corporate transactions, this Option shall be subject to adjustment as provided in Section 16 of the Plan. In the event of a Change in Control, this Option shall be subject to the provisions of Section 17 of the Plan.

  • Company Not Surviving Following Exchange Event If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Common Stock will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

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