Merger Proposals Sample Clauses

Merger Proposals. 20 6.2 Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6.3 Conduct of Business by the Company Pending the Merger . . . . . . . . . . . . . . . . . . . . . . . 20 6.4 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 6.5
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Merger Proposals. Prior to the Closing Date, neither the Company, any of its officers, directors, employees or agents nor any Stockholder shall agree to, solicit or encourage inquiries or proposals with respect to, furnish any information relating to, or participate in any negotiations or discussions concerning, any acquisition, business combination or purchase of all or a substantial portion of the assets of, or a substantial equity interest in, the Company, other than the transactions with Group 1 contemplated by this Agreement. The Company and Stockholders will notify Group 1 promptly of any unsolicited offer.
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Merger Proposals. (a) Except as permitted by this Agreement, MBL shall not, and shall not authorize or permit any of its Subsidiaries or any of their respective officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by MBL to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing any public and/or non-public information), or take any other action to facilitate, any inquiries, discussions or the making of any proposal that constitutes or could reasonably be expected to lead to a Merger Proposal, (ii) participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than communication with HSB), regarding a Merger Proposal, or (iii) enter into or consummate any agreement,
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Merger Proposals. At the special meeting, holders of shares of Company common stock will be asked to vote on (1) the Merger proposal, (2) the Merger-Related Compensation proposal, (3) the Special Meeting Adjournment proposal, and (4) any other business as may properly come before the special meeting or any adjournments of the special meeting. The Board is not aware of any other matters to be presented at the special meeting other than those mentioned above and has not received notice from any shareholders requesting that other matters be considered. The merger will not be completed unless our shareholders approve the Merger proposal.
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Merger Proposals. So long as the Investor holds any Series A Convertible Preferred stock, the Company shall not without the written consent of Investor consolidate or merge with or purchase all or a substantial part of the assets of any other business or sell, lease, or otherwise transfer any assets other than in the normal course of its present business.
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Merger Proposals. Commencing with the date of this Merger Agreement, MSB will provide Lakeland with same-day notice of any offer MSB or the MSB Subsidiary receives from or on behalf of any third party regarding a proposed Acquisition Transaction, including, in such notice, the identity of the offeror and the complete terms of any such offer, and will provide Lakeland with same-day notice of the receipt of any information that such an offer is likely to be made and any available details with respect to such potential offer.
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Merger Proposals. (a) Subject to the Companies Law, promptly following the date of this Agreement: (i) each of Priveco and Merger Sub shall cause a merger proposal (in the Hebrew language) substantially in the form attached hereto as Exhibit A-1 and Exhibit A-2, respectively (each, a “Merger Proposal”) to be executed in accordance with Section 316 of the Companies Law; (ii) Priveco shall call the Priveco Shareholders Meetings, it being understood that the sole shareholder of Merger Sub has approved the Merger contemporaneously with the execution of this Agreement, and (iii) each of Priveco and Merger Sub shall deliver its Merger Proposal to the Companies Registrar in accordance with the provisions of Section 317(a) of the Companies Law. Each of Priveco 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 shall promptly inform its respective non-secured creditors, if any, of its Merger Proposal and its contents in accordance with Section 318 of the Companies Law and the regulations promulgated thereunder.
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Related to Merger Proposals

  • Acquisition Proposals (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York time) on September 14, 2015 (the “Go-Shop Period End Date”, such period, the “Solicitation Period”), PRE and its Subsidiaries and their respective Representatives shall have the right to (i) initiate, solicit or encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal (except that the reference to 15% in such term will be deemed changed to 50% for purposes of this ‎Section 6.08(a)), including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, PRE and its Subsidiaries to any Person pursuant to an Acceptable Confidentiality Agreement (it being understood that such Acceptable Confidentiality Agreement (A) must contain “standstill” or similar provisions or otherwise prohibit the making or amendment of any Acquisition Proposal not solicited by the PRE Board to the maximum extent permissible under applicable Law and (B) shall not include an obligation of PRE to reimburse such Person’s expenses); provided, that PRE shall make available to Parent (at substantially the same time) any non-public information concerning PRE or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or group of Persons with respect to any Acquisition Proposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal. PRE shall promptly (and in any event within 24 hours) notify Parent in writing of the identity of each Person or group of Persons from whom PRE receives an Acquisition Proposal during the Solicitation Period, the material terms and conditions of such Acquisition Proposal (including the financing sources, if applicable), and a copy of such Acquisition Proposal (including any agreements relating to such financing, if applicable).

  • Alternative Proposals Unless otherwise specified in the Data Sheet (DS nos. 5 and 6), alternative proposals shall not be considered. Where the conditions for its acceptance are met, or justifications are clearly established, UNDP reserves the right to award a contract based on an alternative proposal.

  • Acquisition Proposal “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

  • Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.

  • Proposals For Work Order contracts, the Contractor shall submit to System Agency separate proposals, including pricing and a project plan, for each Project.

  • BIDS/PROPOSALS INCORPORATED In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.

  • Superior Proposal Section 5.4(b)........................................37

  • Request for Proposals A State request inviting proposals for Goods or Services. This Contract shall be governed by the statutes, regulations and procedures of the State of Connecticut, Department of Administrative Services.

  • Additional proposals If the Company at any time during the continuance of this Agreement desires to modify expand or otherwise vary its activities carried on pursuant to this Agreement beyond those specified in any approved proposal, it shall give notice of such desire to the Minister and within 2 months after giving such notice shall submit to the Minister detailed proposals in respect of such modifications expansions or variations and such other matters as the Minister may require. The provisions of clause 4 and 5 (including (for the avoidance of doubt) clause 5(9)) shall apply, the necessary changes being made, to proposals submitted pursuant to this clause.

  • Alternative Transactions As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.

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