Merger Process Sample Clauses
The Merger Process clause outlines the specific steps and procedures that parties must follow to complete a merger transaction. It typically details the timeline for key actions, the responsibilities of each party, and the required approvals or filings with regulatory authorities. By clearly defining the sequence of events and obligations, this clause ensures that both parties understand their roles and helps prevent misunderstandings or delays during the merger, ultimately facilitating a smooth and orderly completion of the transaction.
Merger Process. To effectuate the foregoing, the Parties, having established a joint committee to implement the process provided in Section 3082a, and having obtained approval of the Preliminary Merger Plan (“PMP”) by their respective Governing Boards on July 9, 2024 and July 11, 2024; distributed copies of the PMP to the legislative bodies of their respective member municipalities within 45 days of the public hearing on the PMP; distributed, posted, and published in local newspaper and other paid media notice of the public hearing more than three days before the public hearing; held a public hearing on the PMP on July 16, 2024 and distributed notice of the PMP to each known creditor of their respective districts on July 12, 2024, and prepared the FMP which was sent to the Governing Boards of both CUDs on August 12, 2024, shall:
(a) obtain approval of their respective Governing Boards of the FMP; and
(b) take such other actions as may be necessary to close the Merger and provide notice to the Vermont Secretary of State and others entitled to notice thereof.
Merger Process. The relevant Parties shall procure that the Irish Holdco Board and the Company Board shall take all necessary resolutions and other actions to facilitate the Merger on the terms and conditions set out in this Agreement and for that purpose to commence the formal Merger process:
Merger Process. The positions to be reconfirmed, reassigned, altered in status or disestablished in a merger process are to be determined in accordance with clause 3.9.4 and other relevant parts of clause 3.9.
Merger Process. During the Pre-Closing Period, APHC, Merger Sub and Irish Holdco shall procure that all necessary actions are taken to complete the Domestication Merger, and Irish Holdco and the Company shall procure that all necessary actions are taken to complete the Merger process in accordance with the steps set out in Section 2.5, and Irish Holdco shall procure that a copy of the valuation and report required by Section 1028 (1) of the Irish Companies Act shall have been sent to the proposed allottees of the Irish Holdco Ordinary Shares to be allotted and issued pursuant to the Merger, and that Irish Holdco’s shareholder (a) passes a special resolution to change Irish Holdco’s name to “MariaDB PLC” and that it then applies to the Registrar of Companies in Ireland for approval for such change of name, and (b) passes a special resolution to redesignate, with effect from immediately following the Domestication Merger Effective Time, the 25,000 ordinary shares of €1.00 each as 25,000 Irish Holdco Deferred Shares and amend Irish Holdco’s memorandum and articles of association accordingly.
Merger Process. 1 SECTION 1.2
Merger Process. Should the Governing Boards of NEK and CVF approve this Preliminary Plan by three-quarters vote of a quorum of the Governing Board of each of the merging districts, the following steps will then take place within the next few months, concluding with the merger of NEK and CVF:
(1) NEK and CVF will distribute copies of the Plan to the legislative bodies of their respective member municipalities not less than 45 days before holding a public hearing on the Plan.
(2) NEK and CVF will arrange for notice of the public hearing by distributing such notice to their member municipalities, publicly posting such notice, and publishing notice in local newspapers and other paid media. These notices will be made no later than three days before the public hearing.
(3) NEK and CVF will each hold a public hearing on the Plan.
(4) NEK and CVF will schedule a Governing Board vote on the Final Merger Plan no less than 30 days after the public hearing.
(5) NEK and CVF will distribute notice of the Final Merger Plan to each known creditor of their respective districts no less than 30 days before the vote.
(6) NEK and CVF will appoint a joint committee to prepare the Final Merger Plan.
(7) NEK and CVF’s Governing Boards will vote on whether to approve the Final Merger Plan. If the Governing Boards of NEK and CVF approve the Final Merger Plan by a vote of two-thirds of a quorum, the Final Merger Plan shall take effect immediately. At that point, NEK and CVF shall merge into a single Merged CUD. The Merged CUD shall have an Assumed Business Name Registration with the State of Vermont as “Northeast Central Broadband”. Section 3082a requires that the Organizational meeting be held within 90 days after the Final Merger Plan takes effect and that the Governing Board send notice of the merger to the Vermont Secretary of State. The Merger Agreement specifies the composition of the Governing Board, Executive Committee, and Finance Committee to be confirmed at the Organizational Meeting. After the Organizational Meeting, the composition of the Governing Board, Executive Committee, Finance Committee and other committees shall be determined by the Bylaws of the Merged CUD.
Merger Process. To effectuate the foregoing, the Parties have established a joint committee to implement the process provided in Section 3082a. Specifically, they shall:
(a) obtain approval of their respective Governing Boards of the PMP;
(b) distribute copies of the PMP to the legislative bodies of their respective member municipalities not less than 45 days before holding a public hearing on the PMP;
(c) distribute, post, and publish in local newspaper and other paid media notice of the public hearing no later than three days before the public hearing;
(d) hold a public hearing on the PMP and distribute notice of the PMP to each known creditor of their respective districts no less than 30 days before the vote on the FMP referenced below in Section 1.3(f);
(e) prepare the FMP;
(f) obtain approval of their respective Governing Boards of the FMP; and
(g) take such other actions as may be necessary to close the Merger and provide notice to the Vermont Secretary of State and others entitled to notice thereof.