Principal Terms of the Merger Sample Clauses
The "Principal Terms of the Merger" clause defines the key conditions and essential elements governing the merger transaction between the parties. It typically outlines the structure of the merger, the consideration to be paid (such as cash, stock, or a combination), and the timeline for completion. This clause may also specify any material conditions precedent, such as regulatory approvals or shareholder consent, that must be satisfied for the merger to proceed. Its core practical function is to provide a clear summary of the most important terms, ensuring all parties understand the fundamental aspects of the deal and reducing the risk of misunderstandings.
Principal Terms of the Merger. The Merger Agreement provides that the Merger and the transactions contemplated thereby, including the Offer and the Merger, are to be governed by Section 251(h) of the DGCL and that the Merger will be TABLE OF CONTENTS effected without a vote of PHX’s stockholders. The Merger Agreement provides that the Merger will close as soon as practicable following (and, in any event, on the same Business Day as) the irrevocable acceptance for payment by Purchaser of the Shares pursuant to and subject to the conditions of the Offer (such date and time, the “Acceptance Time”) subject to the satisfaction or waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer). The Merger Agreement provides that, at the Closing, PHX will file with the Delaware Secretary of State a certificate of merger (the “Certificate of Merger”). The Merger Agreement provides that the Merger will become effective on such date and at such time (the “Effective Time”) as the Certificate of Merger has been duly filed with the Delaware Secretary of State (or at such later time as may be agreed by the parties and specified in the Certificate of Merger). The Merger Agreement provides that, at the Effective Time, the separate corporate existence of Purchaser will cease, and PHX will continue as the surviving corporation (the “Surviving Corporation”). The Merger Agreement provides that, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount equal to the Offer Price, in cash without interest thereon and subject to any applicable tax withholding (the “Merger Consideration”), payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is owned directly by PHX (or any wholly owned subsidiary of PHX), Parent, Purchaser or any of their respective affiliates (in each case, to the extent applicable) immediately prior to the Effective Time, in which case such Shares shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement; • such Share is a Dissenting Share (as defined below in the following paragraph); • such share is a PHX Restricted Share, in which case such Shares shall be treated as set forth in the below subsection titled “Tr...
Principal Terms of the Merger. The Merger Agreement provides that, following completion of the Offer and subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Purchaser will be merged with and into the Company, and the separate corporate existence of Purchaser will cease, and the Company will continue as the Surviving Corporation in the Merger. The Merger will be governed by Section 251(h) of the DGCL and, assuming the conditions to the Merger have been satisfied or waived, will be effected at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer (unless otherwise agreed by the Company, Parent and Purchaser) without a vote on the adoption of the Merger Agreement by Company stockholders. The certificate of incorporation of the Surviving Corporation at the Effective Time will be in the form attached to the Merger Agreement as Exhibit B. The bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Purchaser as in effect immediately prior to the Effective Time. The obligations of the Company, Parent and Purchaser to complete the Merger are subject to the satisfaction of the following conditions: • there must not have been issued by any court of competent jurisdiction and remain in effect any judgment, temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any legal requirement or order promulgated, entered, Table of Contents enforced, enacted, issued or deemed applicable to the Merger, by any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction or any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court, arbitrator or other tribunal (collectively, “Governmental Body”), which directly or indirectly prohibits, or makes illegal, the consummation of the Merger; and • Purchaser (or Parent on Purchaser’s behalf) must have accepted for payment all Shares validly tendered pursuant to the Offer and not validly withdrawn. The Offer Conditions are described in Section 15 — “Conditions of the Offer.”
Principal Terms of the Merger. Every term or expression, unless expressly defined below in this appendix, shall have the meaning given it in the merger agreement. The below summary in the Hebrew language is a summary of the principal terms of the agreement and is presented for the sake of convenience only. The English language merger agreement is the sole binding version of the merger agreement with respect to the parties thereto as well as with respect to third parties. In any event of nonconformity between the English language merger agreement and the summary below, the English language merger agreement will be binding, and the below summary will have no impact on the interpretation of the merger agreement, or any provision included therein. The merger between PowerFleet Israel Acquisition Company Ltd. (the “Target Company”) and Pointer Telocation Ltd. (the “Surviving Company”) is a reverse triangular merger, wherein, immediately following the merger, the Surviving Company will become a wholly owned subsidiary of the PowerFleet Israel Holding Company Ltd. (Priv. Co. No. 515984003) (the “Israeli Holding Company”)(the “Merger”), which is a wholly owned subsidiary of PowerFleet, Inc., a company incorporated in the State of Delaware and which will be listed for trade on the Nasdaq upon completion of the Merger (the “Parent Company”). On the Merger completion date, (1) all issued shares in the Surviving Company shall transfer to the Israeli Holding Company, (2) all vested securities that are convertible for shares in the Surviving Company shall be cancelled in exchange for the merger consideration and those that are unvested shall be substituted for securities convertible for Parent Company Shares, and (3) the Merger will be carried out as set forth in Section 323 of the Companies Law-1999, meaning, the Target Company will be merged into the Surviving Company and will cease to exist, and the Surviving Company shall become a wholly owned subsidiary of the Israeli Holding Company. In exchange, the Surviving Company Shareholders will receive for each share (or option or RSU) in the Surviving Company: (A) cash in the amount of US $8.50; and (B) 1.272 Parent Company Shares. The Surviving Company made representations and gave commitments regarding, inter alia, its business, its contracts, its assets and financial status, its equity, its financial statements, intellectual property, fulfillment of statutory requirements, litigation, authority and lack of conflict regarding the merger agreement and...
Principal Terms of the Merger. Section 1.1. Merger of Mercury New York into Mercury Delaware. At the Effective Time of the Merger (as defined in Section 1.2 hereof), Mercury New York shall merge with and into Mercury Delaware in accordance with the New York Business Corporation Law (the "NYBCL") and the General Corporation Law of the State of Delaware (the "DGCL"). The separate existence of Mercury New York shall thereupon cease and Mercury Delaware shall be the surviving corporation (hereinafter sometimes referred to as the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of Delaware.
Principal Terms of the Merger. Section 1.1. Merger of Westech New York into Westech Delaware. At the Effective Time of the Merger (as defined in Section 1.2 hereof), Westech New York shall merge with and into Westech Delaware in accordance with the New York Business Corporation Law (the "NYBCL") and the General Corporation Law of the State of Delaware (the "DGCL"). The separate existence of Westech New York shall thereupon cease and Westech Delaware shall be the surviving corporation (hereinafter sometimes referred to as the "SURVIVING CORPORATION") and shall continue its corporate existence under the laws of the State of Delaware.
Principal Terms of the Merger. The Merger Agreement provides that the Merger and the transactions contemplated thereby, including the Offer and the Merger, are to be governed by Section 251(h) of the DGCL and that the Merger will be effected without a vote of Cerner’s stockholders. The Merger Agreement provides that the Merger will close as soon as practicable (and, in any event, within two Business Days) after satisfaction or, to the extent permitted by the Merger Agreement, waiver of all of the conditions to the Merger (including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer). The Merger Agreement provides that, as soon as practicable after the closing of the Merger, Cerner will file with the Delaware Secretary of State a certificate of merger (the “Certificate of Merger”). The Merger Agreement provides that the Merger will become effective on such date and at such time (the “Effective Time”) as the Certificate of ▇▇▇▇▇▇ has been duly filed with the Delaware Secretary of State (or at such later time as may be agreed by the parties that is specified in the Certificate of Merger). The Merger Agreement provides that, at the Effective Time, the separate corporate existence of Purchaser will cease, and Cerner will continue as the surviving corporation (the “Surviving Corporation”).
Principal Terms of the Merger