Terms of the Merger Agreement. 3 Share Ownership of Instron Following the Merger........... 5
Terms of the Merger Agreement. 50 Estimated Fees and Expenses of the Merger................. 56 (v) 10
Terms of the Merger Agreement. Notwithstanding anything herein to the contrary, the Stockholder acknowledges and agrees that it is not a party to the Merger Agreement and it has no rights under any provision thereof, except for the Stockholder’s rights on the terms and conditions set forth therein (i) to receive the Merger Consideration with respect to the shares of Company Common Stock that it Beneficially Owns pursuant to the Merger Agreement as in effect as of the date of this Agreement (or as may be amended following such date in accordance with the terms of the Side Letter) and (ii) as an express third-party beneficiary to enforce the provisions of Sections 8.10(a) to 8.10(c) of the Merger Agreement to the extent related to the Stockholder.
Terms of the Merger Agreement. Notwithstanding anything herein to the contrary, each Stockholder acknowledges and agrees that it is not a party to the Merger Agreement and it has no rights under any provision thereof, except for such Stockholder’s rights on the terms and conditions set forth therein (i) to receive the Merger Consideration with respect to the shares of Company Stock that it Beneficially Owns pursuant to the Merger Agreement and (ii) as an express third party beneficiary to enforce the provisions of the Merger Agreement in accordance with Section 11.06 thereof to the extent related to such Stockholder.
Terms of the Merger Agreement. The Slack board, with the assistance of legal advisors, reviewed the terms of the merger agreement, including: • the ability of Xxxxx’x board, subject to specified limitations, to respond to and engage in discussions or negotiations regarding unsolicited third-party acquisition proposals under certain circumstances and, ultimately, to terminate the merger agreement in order to accept a superior proposal under specified circumstances; • the fact that Slack’s board has the right, after complying with specified covenants and prior to the Slack stockholder approval being obtained, to change its recommendation to the Slack stockholders that they vote in favor of the adoption of the merger agreement if Slack’s board determines in good faith after consultation with Xxxxx’x outside legal counsel and financial advisors, that as a result of a superior proposal or certain intervening events the failure to change its recommendation would be reasonably likely to violate its fiduciary duties to Slack’s stockholders under applicable law; and • Slack’s right to terminate the merger agreement under certain circumstances, including in order to accept and enter into a definitive agreement with respect to an unsolicited superior offer in certain circumstances, subject to providing Salesforce an opportunity to match such proposal prior to taking such action, and payment to Salesforce of a termination fee of $900 million if the merger agreement is so terminated, which amount the Slack board believes to be reasonable under the circumstances and taking into account the range of such termination fees in similar transactions.
Terms of the Merger Agreement. Notwithstanding anything herein to the contrary, each Shareholder acknowledges and agrees that it has no rights under any provision of the Merger Agreement, except for such Shareholder’s rights on the terms and conditions set forth therein (a) to receive the Merger Consideration with respect to the Company Shares that it Beneficially Owns pursuant to the Merger Agreement and (b) as an express third-party beneficiary to enforce the provisions of Section 6.09 of the Merger Agreement to the extent such Shareholder is otherwise covered under such Section 6.09.
Terms of the Merger Agreement. The Board reviewed and considered the terms of the merger agreement, including the representations and warranties of each party, the conditions to each party’s obligation to complete the merger, our right to consider and engage in negotiations regarding potentially superior proposals, the Board’s right to withdraw or otherwise change its recommendation to our shareholders in favor of the proposals related to the merger agreement, the rights of each party to terminate the merger agreement and the obligations of each party to pay a termination fee under certain circumstances. See “The Merger Agreement” beginning on page 52 for a detailed discussion of the terms and conditions of the merger agreement.
Terms of the Merger Agreement. The Special Committee also considered the terms of the Merger Agreement, including the ability of the Special Committee to provide non-public information concerning the Company to any third party who may have an interest in submitting an acquisition proposal, if the Special Committee determines that there is a reasonable likelihood that such actions would lead to a transaction proposal with a reasonable likelihood of completion. Further, if an alternative transaction proposal is received by the Company, the Special Committee may terminate the Merger Agreement if it determines that such action is required to comply with its fiduciary duties to shareholders. In such event, FLX would be entitled to receive a fee equal to 2% of the consideration available to Company shareholders in the alternative transaction proposal, but not less than $6.8 million. The Special Committee concluded that the amount of such fee was not of such magnitude as would constitute a meaningful obstacle to a competing proposal if there is a person who wishes to submit one.
Terms of the Merger Agreement. The Noble Energy Board reviewed and considered the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the merger agreement may be terminated, and concluded that such terms are reasonable and fair to Noble Energy. The Noble Energy Board also reviewed and considered the conditions to the completion of the merger, including regulatory approvals, which it believes are likely to be satisfied on a timely basis. The Noble Energy Board noted in particular that the completion of the merger is not subject to any financing condition or any condition based upon Chevron stockholder approval, which enhances the likelihood of the merger’s consummation. In the course of its deliberations, the Noble Energy Board also considered a variety of risks and other potentially negative factors, including the following:
Terms of the Merger Agreement. The RAAC Board reviewed and considered the financial and other terms of the Merger Agreement and the related agreements, including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate such agreements under the circumstances described therein, and determined that such terms and conditions are reasonable and were the product of arm’s length negotiations between RAAC and Berkshire Grey. See the section titled “Proposal No. 1 — The Business Combination Proposal” for detailed discussions of the terms and conditions of these agreements. The RAAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following (not weighted or in any order of significance): • Macroeconomic Risk. Macroeconomic uncertainty, including uncertainty related to the COVID-19 pandemic, and the effects that unforeseen shifts in the supply chain industry and e-commerce could have on New Berkshire Grey’s revenues and cash flows.
