Merger Agreement Sample Clauses

Merger Agreement. The term "Merger Agreement" shall have the meaning set forth in the preface.
Merger Agreement. The Shareholder understands and acknowledges that Parent is entering into, and causing Sub to enter into, the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement.
Merger Agreement. Stockholder has reviewed and understands the terms of this Agreement and the Merger Agreement, and Stockholder has had the opportunity to consult with such Stockholder’s counsel in connection with this Agreement. Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement.
Merger Agreement. The Purchaser will not agree to any amendment, modification or waiver of any provision of the Merger Agreement (other than corrections of obvious errors, if any, or other ministerial amendments) to the extent such amendment, modification or waiver would adversely affect the Seller, without the prior written consent of the Seller.
Merger Agreement. All references to the Merger Agreement herein shall be to such agreement as may be amended by the parties thereto from time to time.
Merger Agreement. The Shareholder understands and acknowledges that HK is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement.
Merger Agreement. Notwithstanding any other provision of this Agreement, (i) the execution and delivery of the Merger Agreement or the execution of any amendment thereto, (ii) the execution and delivery of the Tender and Support Agreement and the Escrow Agreement or the execution of any amendment thereto, (iii) the acquisition of beneficial ownership of shares of common stock of the Company by Parent, Merger Subsidiary, or any Affiliate of Parent or Merger Subsidiary pursuant to the Offer, the Top-Up Option, the Merger, the Tender and Support Agreement or the Escrow Agreement, or (iv) the consummation of any other transaction contemplated by the Merger Agreement, the Tender and Support Agreement or the Escrow Agreement shall result in a Section 11(a)(ii) Event or a Section 13 Event or in any way permit any Rights to be exercised pursuant to Section 11(a)(ii), Section 13, or otherwise for any capital stock, whether Common Shares, Preferred Shares, or other preferred stock, nor will such execution, acquisition, or consummation result in the occurrence of a Shares Acquisition Date, a Distribution Date, or any other separation of the Rights from the underlying Common Shares or require or permit the Rights to be evidenced by, or to be transferable pursuant to, certificates separate from certificates for the Common Shares of the Company, nor entitle or permit the holders of the Rights to exercise the Rights or otherwise affect the rights of the holders of the Rights, including giving the holders of the Rights the right to acquire any capital stock, cash, or other property of any party to the Merger Agreement or any Affiliate of Parent or Merger Sub. Notwithstanding any other provision of this Agreement, this Agreement shall be inapplicable to the events described in clauses (i) through (iv) above, and all Rights issued and outstanding under the Rights Agreement shall expire immediately prior to the effective time of the Merger.