Tender Offer and Merger Sample Clauses

Tender Offer and Merger. (a) The Borrower has delivered to the Agent true, correct, and complete copies of the Tender Offer Documents as in effect as of the date of this Agreement. Since such date there has been no amendment, modification, waiver, or termination of, or supplement to, the Tender Offer Documents, except for immaterial amendments, modifications, and supplements or as disclosed to and approved by the Agent.
Sample 1
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Tender Offer and Merger. (i) The number of Shares of TIE Stock beneficially owned by Borrower, together with the number of Shares of TIE Stock validly tendered, not subject to withdrawal, and accepted for payment on the Tender Funding Date pursuant to the Tender Offer, shall be no less than the Minimum Number of Shares or such lesser percentage of TIE Stock then outstanding on a fully diluted basis as shall enable Borrower promptly to effect the Merger without the affirmative vote of any other shareholder of TIE;
Sample 1
Tender Offer and Merger. The Tender Offer shall have been consummated in accordance with the Merger Agreement without any waiver or amendment of any term or condition therein not consented to by the Banks and in compliance with all applicable laws and necessary approvals. The Banks shall be satisfied that the restrictions in Section 203 of the Delaware General Corporation Law, any other applicable state takeover law and any supermajority charter provisions are not applicable to the Merger or that any conditions for avoiding the restrictions set forth therein have been satisfied.
Sample 1
Tender Offer and Merger. (1) The Tender Offer shall have been consummated in substantially the manner described in the Company's Offer to Purchase filed in connection with the Tender Offer, without the waiver of any condition thereto or in the Merger Agreement if the effect thereof would have a Material Adverse Effect on the Company and its Subsidiaries as a whole, (2) Agent shall have received true and complete executed or conformed copies of the North Coast Merger Agreement and any amendments and modifications thereto; (3) the North Coast Merger Agreement shall be in full force and effect and no material term or condition thereof shall have been amended, modified or waived after the execution thereof except with the prior written consent of Agent; (4) Agent shall have received evidence reasonably satisfactory to Agent that the Board of Directors and the shareholders of NCE and North Coast have consented to and approved the North Coast Merger; (5) Agent shall have received a certificate from the Secretary of State of the State of Delaware indicating the validity and effectiveness under Delaware law of the North Coast Merger, and naming North Coast as the surviving entity of the North Coast Merger; (6) the North Coast Merger shall have been consummated and become effective in accordance with the terms and provisions of the North Coast Merger Agreement without any amendment or waiver of any material provision thereof; and (7) Agent shall have received a certificate from the Company's chief executive officer, the certificate required by Subsection 11(a)(xvii) and such other evidence satisfactory to it that each of the conditions set forth in clauses (1) through (6) above have been met. In addition, each opinion letter delivered in connection with the North Coast Merger, if any, shall be addressed to Agent and the Lenders or accompanied by a written authorization from the firm or Person delivering such opinion letter stating that Agent and the Lenders may rely on such opinion letter as though it were addressed to them;
Sample 1
Tender Offer and Merger 
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Related to Tender Offer and Merger

  • The Offer and the Merger Section 1.01. The Offer 2 Section 1.02. Company Actions 5 Section 1.03. Board of Directors Prior to the Effective Time 6 Section 1.04. Top-Up Option 7 Section 1.05. The Merger 8 Section 1.06. Closing 8 Section 1.07. Effective Time 8 Section 1.08. Effects of the Merger 9 ARTICLE 2

  • Consolidation and Merger The Borrower will not (a) enter into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that, so long as no Default or Event of Default shall exist or be caused thereby, a Person may be merged or consolidated with or into the Borrower so long as the Borrower shall be the continuing or surviving Person.

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • CONSOLIDATION, MERGER AND SALE SECTION 10.01. Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.

  • Consolidations and Mergers The Company shall not, and shall not suffer or permit any Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except:

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • 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”).

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

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

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

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