Principal Terms of the Merger Sample Clauses

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 TubeMogul's stockholders. The Merger Agreement provides that the Merger will close (the "Closing") as soon as practicable (and, in any event, within one business day) 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(including the condition that Purchaser shall have accepted for payment and paid for Shares validly tendered (and not withdrawn) pursuant to the Offer) (the date upon which the Closing occurs, the "Closing Date"). The Merger Agreement provides that, as soon as practicable after the closing of the Merger, the parties will file with the Delaware Secretary of State a certificate of merger (the "Certificate of Merger"). The Merger Agreement provides that the Effective Time will occur at such date and at such 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 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 TubeMogul will continue as 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 required tax withholding, payable to the holder thereof in accordance with the terms and conditions of the Merger Agreement, unless: • such Share is held in the treasury of TubeMogul or is owned by Purchaser, Adobe or any wholly-owned subsidiary of Adobe or of TubeMogul immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; or • such Share is an Appraisal Share (as defined below in the following paragraph). The Merger Agreement provides that Shares that are issued and outstanding immediately prior to the Effective Time that are held by any person who (i) is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 and (ii) as of the Effective Time, has neither effectively withdrawn ...
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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 NetSuite’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 promptly as practicable after the closing of the Merger, NetSuite 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 Xxxxxx 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 NetSuite 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 required 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 held by NetSuite as treasury stock or owned by Oracle, Parent or Purchaser or any subsidiary of NetSuite immediately prior to the Effective Time, in which case such Share will be canceled, and no payment will be made with respect thereto; • such Share is a Dissenting Share (as defined below in the following paragraph). The Merger Agreement provides that Shares that are issued and outstanding immediately prior to the Effective Time and held by a stockholder who has properly exercised appraisal rights of such Shares in accordance with Section 262 of the DGCL (such Section, “Section 262,” and such Shares, until such time as such stockholder fails to perfect, withdraws or otherwi...
Sample 1
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...
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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.
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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.
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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 Xxxxxx 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”).
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Principal Terms of the Merger 
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Related to Principal Terms of the Merger

  • Terms of the Merger Upon the execution and delivery of this Agreement and the effectiveness of the Merger, each share of stock then issued and outstanding by Target by virtue of the Merger and without any action on the part of the holder(s) thereof, no longer be outstanding and shall be canceled and retired and cease to exist, other than one share of Target's subsidiary, which shall be owned by Public Corporation, and all other Target shares shall be converted into the right to receive, upon surrender of the certificate representing such shares, the consideration set forth under paragraph 1.03 hereof

  • Principal Terms Capitalized terms, first appearing in quotations in this Section, elsewhere in the Lease or any Exhibits, are definitions of such terms as used in the Lease and Exhibits and shall have the defined meaning whenever used.

  • Terms of the Offering We may advise you orally or by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire”) of the particular method and supplementary terms and conditions of any Offering (including the price or prices at which the Securities initially will be offered by the several Underwriters, or if the price is to be determined by a formula based on market price, the terms of the formula, (the “Offering Price”) and any Selling Concession or, if applicable, Reallowance) in which you are invited to participate. Any such Wire may also amend or modify such provisions of this Master SDA in respect of the Offering to which such Wire relates, and may contain such supplementary provisions as may be specified in any Wire relating to an Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such supplementary terms and conditions shall supersede any provision of this Master SDA. Unless otherwise indicated in any such Wire, acceptances and other communications by you with respect to an Offering should be sent pursuant to the terms of Section 19 hereof. Notwithstanding that we may not have sent you a Wire or other form of invitation to participate in such Offering or that you may not otherwise have responded by wire or other written communication (any such communication being deemed “In Writing”) to any such Wire or other form of invitation, you will be deemed to have accepted the terms of our offer to participate as a Selected Dealer and of this Master SDA (as amended, modified or supplemented by any Wire) by your purchase of Securities or otherwise receiving and retaining an economic benefit for participating in the Offering as a Selected Dealer. We reserve the right to reject any acceptance in whole or in part. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters may be subject to the approval of all legal matters by counsel and may be subject to the satisfaction of other conditions. Any application for additional Securities will be subject to rejection in whole or in part.

  • Terms of the Offer Upon the terms and subject to the conditions of the Offer, the Purchasers will accept for payment and pay for Units validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 4 of this Offer to Purchase. The term “Expiration Date” shall mean 11:59 p.m., Pacific Time, on July 18, 2008, unless and until the Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date on which the Offer, as so extended by the Purchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Units tendered, terminate the Offer and return all tendered Units to tendering Unit holders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Units validly tendered, (iii) extend the Offer and, subject to the right of Unit holders to withdraw Units until the Expiration Date, retain the Units that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer, if all conditions are either satisfied or waived, the Purchasers will promptly pay for all validly tendered Units upon confirmation that the general partner will either transfer the Units or recognize the change of address for distributions and correspondence on the Units, and the Purchasers do not intend to imply that the foregoing rights of the Purchasers would permit the Purchasers to delay payment for validly tendered Units following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the Purchasers from purchasing tendered Units as offered herein. Further, by tendering your Units, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of your rights under the federal securities laws or any rule or regulation thereunder.

  • Terms of the Units and Placement Warrants 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

  • Transactions and Terms of Merger 2 1.1 Merger....................................................................2 1.2 Time and Place of Closing.................................................2 1.3

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Special Provisions Relating to the Holders of Incentive Distribution Rights Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Articles III and VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, (ii) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v), and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

  • Effects of the Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

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