Non-Consummation of Merger Sample Clauses

Non-Consummation of Merger. Consummation of the merger is subject to the required approval of the shareholders of Standard and to the satisfaction of certain other conditions. No payments related to any surrender of the certificate(s) will be made prior to the consummation of the merger, and no payments will be made to shareholders if the Merger Agreement is terminated. If the Merger Agreement is terminated, all Elections will be void and of no effect and certificates submitted to the Exchange Agent will be returned as soon as practicable to the persons submitting them.
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Non-Consummation of Merger. In the event that the Merger is not consummated by April 1, 2004, this Amendment shall be void and without further force and effect and Executive's employment shall continue to be governed by his Original Employment Agreement.
Sample 1
Non-Consummation of Merger. If (A) either of (i) that certain Agreement and Plan of Merger dated as of August 5, 2015 by and among Qualcomm Atheros, Inc., King Acquisition Co. and Borrower or (ii) those certain Tender and Support Agreements dated as of August 5, 2015 by and among Qualcomm Atheros, Inc., King Acquisition Co. and any of the following stockholders of Borrower: Alcatel-Lucent Participations, Tallwood III, L.P., Tallwood III Partners, L.P., Tallwood III Associates, L.P., Tallwood III Annex, L.P., or Tallwood Partners, L.L.C., terminate prior to consummation of the Merger, or (B) no such Merger has been consummated on or before October 18, 2015, regardless of whether the aforementioned Agreement and Plan of Merger or Tender and Support Agreement have terminated.”
Sample 1
Non-Consummation of Merger. If (A) either of (i) that certain Agreement and Plan of Merger dated as of August 5, 2015 by and among Qualcomm Atheros, Inc., King Acquisition Co. and Borrower or (ii) those certain Tender and Support Agreements dated as of August 5, 2015 by and among Qualcomm Atheros, Inc., King Acquisition Co. and any of the following stockholders of Borrower: Alcatel-Lucent Participations, Tallwood III, L.P., Tallwood III Partners, L.P., Tallwood III Associates, L.P., Tallwood III Annex, L.P., or Tallwood Partners, L.L.C., terminate prior to consummation of the Merger, or (B) no such Merger has been consummated on or before October 18, 2015 (such date to be extended to October 31, 2015 in the event that the Taiwan Regulatory Filing occurs on or before September 25, 2015), regardless of whether the aforementioned Agreement and Plan of Merger or Tender and Support Agreement have terminated.”
Sample 1
Non-Consummation of Merger. If the Merger is not consummated, neither the cost, nor the receipt, of any termination payment between Duke Energy and Piedmont shall be allocated to DEC, DEP, or Piedmont or recorded on their books. DEC’s, DEP’s, or Piedmont’s Customers shall not otherwise bear any direct expenses or costs associated with a failed merger. 5.16 Protection from Commitments to Wholesale Customers.
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Non-Consummation of Merger. If the mergerMerger is not consummated, neither the cost, nor the receipt, of any termination payment between Duke Energy and Progress EnergyPiedmont shall be allocated to DEC, DEP, or PECPiedmont or recorded on their books. DEC’s, DEP’s, or PEC’s North Carolina retail customersPiedmont’s Customers shall not otherwise bear any direct expenses or costs associated with a failed merger.
Sample 1
Non-Consummation of Merger. Consummation of the Merger is subject to the required approval of the stockholders of Xxxxxxx, to the receipt of all required regulatory approvals and to the satisfaction of certain other conditions. No payments related to any surrender of the certificate(s) will be made prior to the consummation of the Merger, and no payments will be made to stockholders if the Merger Agreement is terminated. If the Merger Agreement is terminated, all Elections will be void and of no effect and certificates submitted to the Exchange Agent will be returned as soon as practicable to the persons submitting them.
Sample 1
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Related to Non-Consummation of Merger

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Consummation of Agreement Buyer shall fulfill and perform in all material respects all conditions and obligations to be fulfilled and performed by Buyer under this Agreement and make every reasonable effort to cause the transactions contemplated by this Agreement to be fully carried out.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Effect of Merger (a) At the effective time of the certificate of merger:

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