MISCELLANEOUS Reset Election Sample Clauses

MISCELLANEOUS Reset Election. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of this Section 7.1, if the Average Market Value of the Parent Common Stock is less than $43.00, and this Agreement is not otherwise terminated pursuant to the terms hereof, the Parent may elect (a "Reset Election") to pay as Merger Consideration a combination of cash and Parent Common Stock with an aggregate value of $5.04 per share (with each share of Parent Common Stock deemed to have a value equal to the Average Market Value); provided, however, in no event may the number of shares of Parent Common Stock included in the Merger Consideration be less than the number of shares of Parent Common Stock that would have been included in the Merger Consideration had the Average Market Value been equal to $43.00; and provided further, that the Parent may not pay cash in a total amount that would render Graubard Xxxxxx & Xxxxxx and Xxxxx, Rudnick, Freed & Xxxxxx unable to deliver their opinions to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code. In addition, in connection with such Reset Election, the Parent may elect to require the Company to be merged with and into the Acquisition Subsidiary (the "Forward Merger") such that, upon consummation of the Forward Merger, the Acquisition Subsidiary would be the Surviving Corporation. If the Parent elects to require the Forward Merger, the Company shall be permitted to revise the Company Disclosure Schedule as necessary to satisfy Section 5.2(a), with such revised Company Disclosure Schedule being substituted for the original for all purposes hereof. If at any time after the date hereof the closing price of the Parent's Common Stock on the Nasdaq National market is less than $43.00, the Parent may notify Company that it desires to amend the Prospectus/Proxy Statement to obtain Company Stockholder approval of its right to make a Reset Election. Following such notification, the Company and the Parent, unless the Parent withdraws such notification, shall amend the Prospectus/Proxy Statement and take such other actions as the Company or the Parent shall reasonably deem necessary or desirable to permit the Parent to exercise the Reset Option, including without limitation postponing the Effective Time and extending the automatic termination date of this Agreement from November 30, 1998 to December 31, 1998; provided, however, that from and after December 1, 1998, Parent shall no longer have t...
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Related to MISCELLANEOUS Reset Election

  • Miscellaneous Provisions Section 11.01

  • Miscellaneous Terms The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

  • Other Miscellaneous Provisions The provisions of Sections 9.6, 9.8, 9.9, 9.11 and 9.12 of the Merger Agreement shall be incorporated into to this Agreement, mutatis mutandis, except for such changes as are required to comply with applicable Law.

  • Miscellaneous Benefits This Agreement is not intended, and shall not be deemed to be in lieu of any rights, benefits, and privileges to which Employee may be entitled as an Employee of Bank under any retirement, pension, profit sharing, insurance, hospital, bonus, vacation, or other plan or plans which may now be in effect or which may hereafter be adopted by Bank, it being understood that Employee shall have the same rights and privileges to participate in such plans and benefits, as any other employee, during the period of his employment.

  • Miscellaneous Charges The Fund shall be charged for the following products and services as applicable: o Ad hoc reports o Ad hoc SQL time o COLD Storage o Digital Recording o Banking Services, including incoming and outgoing wire charges o Microfiche/microfilm production o Magnetic media tapes and freight o Manual Pricing o Materials for Rule 15c-3 Presentations o Pre-Printed Stock, including business forms, certificates, envelopes, checks and stationary

  • Other Miscellaneous Terms The provisions of Article IX of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.

  • Miscellaneous Transactions (A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases:

  • Miscellaneous Assets Any other tangible or intangible assets, properties or rights of any kind or nature not otherwise described above in this Section 2.1 and now or hereafter owned or used by Seller in the operation of the Station, including but not limited to all goodwill of the Station.

  • Miscellaneous REMIC Provisions (a) The Class A, Class B and Class VRR Certificates and the Uncertificated VRR Interest are hereby designated as the “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class UT-R Interest is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.

  • Miscellaneous and General 9.1. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

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