Common use of Merger Proposal Clause in Contracts

Merger Proposal. (a) As soon as practicable following the date of this Agreement (but subject to Section 5.1(b)): (i) each of the Company and Merger Sub shall cause a merger proposal substantially in the form attached as Exhibit A (the “Merger Proposal”) to be executed in accordance with the Israeli Companies Law; (ii) the Company shall call the Company Shareholder Meeting (it being understood that the sole shareholder of Merger Sub has approved the Merger and the Transaction prior to the execution of this Agreement), and (iii) the Company and Merger Sub shall jointly deliver the Merger Proposal to the Companies Registrar within three calendar days after the calling of the Company Shareholder Meeting. Each of the Company and Merger Sub shall cause a copy of its Merger Proposal to be delivered to its secured creditors, if any, no later than three days after the date on which the Merger Proposal is delivered to the Companies Registrar, and each shall promptly inform its respective non-secured creditors, if any, of its Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CHS Inc), Agreement and Plan of Merger (Newport Corp)

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Merger Proposal. (a) As soon as practicable following the date of this Agreement (but subject to Section 5.1(b)): Agreement: (i) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) substantially in the form attached as Exhibit A B (the each, a “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law; (ii) the Company and Merger Sub shall call the Company Shareholder Shareholders Meeting (it being understood that the sole shareholder and a general meeting of Merger Sub has approved the Merger and the Transaction prior to the execution of this Agreement)Sub’s shareholder, and respectively; (iii) the Company and Merger Sub shall jointly deliver the Merger Proposal to the Companies Registrar within three calendar (3) days after from the calling of the Company Shareholder Meeting. Each such shareholders’ meetings; and (iv) each of the Company and Merger Sub shall cause a copy of its Merger Proposal to be delivered to its secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, Registrar and each shall promptly inform its respective non-secured nonsecured creditors, if any, of its Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (On Track Innovations LTD)

Merger Proposal. (a) As soon promptly as practicable following after the date execution and delivery of this Agreement (but subject to Section 5.1(b)): Agreement: (i) each of the Company Xxxxxx and Merger Sub shall cause a merger proposal (in the Hebrew language) substantially in the form attached as Exhibit A D (the each, a “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law; (ii) the Company Xxxxxx and Merger Sub shall call the Company Shareholder Xxxxxx Shareholders Meeting (it being understood that the sole shareholder as defined in Section 6.5) and a general meeting of Merger Sub has approved the Merger and the Transaction prior to the execution of this Agreement)Sub’s shareholder, respectively, and (iii) the Company Xxxxxx and Merger Sub shall jointly deliver the Merger Proposal Proposals to the Companies Registrar within three calendar (3) days after from the calling of the Company Shareholder Meetingsuch shareholders’ meetings. Each of the Company Xxxxxx and Merger Sub shall cause a copy of its Merger Proposal to be delivered to its secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, Registrar and each shall promptly inform its respective non-secured creditors, if any, of its Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VeriFone Holdings, Inc.)

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Merger Proposal. (a) As soon as practicable following the date of this Agreement (but subject to Section 5.1(b)): Agreement: (i) each of the Company and Merger Sub shall cause a merger proposal (in the Hebrew language) substantially in the form attached as Exhibit A (the each, a “Merger Proposal”) to be executed in accordance with Section 316 of the Israeli Companies Law; (ii) the Company and Merger Sub shall call the Company Shareholder Shareholders Meeting (it being understood that the sole shareholder and a general meeting of Merger Sub has approved the Merger and the Transaction prior to the execution of this Agreement)Sub’s shareholder, respectively, and (iii) the Company and Merger Sub shall jointly deliver the Merger Proposal to the Companies Registrar within three calendar days after from the calling of the Company Shareholder Meetingsuch shareholders’ meetings. Each of the Company and Merger Sub shall cause a copy of its Merger Proposal to be delivered to its secured creditors, if any, no later than three days after the date on which the Merger Proposal is delivered to the Companies Registrar, Registrar and each shall promptly inform its respective non-secured creditors, if any, of its Merger Proposal and its contents in accordance with Section 318 of the Israeli Companies Law and the regulations promulgated thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (STARLIMS Technologies LTD)

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