The Merger Agreement Sample Clauses

The Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. To the knowledge of the Company, no party is in breach of its representations, warranties, or covenants contained in the Merger Agreement, except as such breach would not have a material adverse effect on the completion of the Acquisition.

The Merger Agreement. The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

The Merger Agreement. ‌ The following section summarizes material provisions of the merger agreement and is qualified in its entirety by reference to the merger agreement, a copy of which is included in this proxy statement as Annex A. The rights and obligations of Bank are governed by the express terms and conditions of the merger agreement and not by this summary or any other information contained in this proxy statement. Bank’s shareholders are urged to read the merger agreement carefully and in its entirety—as well as this proxy statement—before making any decisions regarding the merger, including the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger. The merger agreement is included in this proxy statement to provide you with information regarding its terms and is not intended to provide any factual information about Bank. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and: • are not necessarily intended as statements of fact, but rather as a way of allocating the risk between the parties in the event that the statements therein prove to be inaccurate; • have been qualified by certain disclosures that were made between the parties in connection with the negotiation of the merger agreement, which disclosures are not reflected in the merger agreement; and • may apply standards of materiality in a way that is different from what may be viewed as material by you. Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement. Terms of the Merger; Merger Consideration‌ The merger agreement provides that, on the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, Interim Bank will merge with and into Bank, with Bank continuing as the surviving bank in the merger and a direct wholly-owned subsidiary of Parent Bank. At the effective time of the merger, each outstanding share of Bank common stock, other than shares for which dissenters’ rights held by Bank shareholders have been perfected, will be automatically converted into the right to receive the Per Share Merger Consideration. Immediately after the merger, Bank will ...

The Merger Agreement. (a) MOC undertakes not to agree to any waiver, amendment, termination or cancellation of, or of any term of, the Merger Agreement or the Voting Agreement. (b) Toreador agrees to waive any default, event of default or breach of representation or warranty under the Merger Agreement, the Voting Agreement, the Toreador Subordinated Revolving Credit Agreement and the Toreador Subordinated Revolving Credit Note constituted by MOC issuing shares to Barclays Nominees (Branches) Limited, and the Obligors undertaking to deliver shares, in accordance with paragraph 3(a)(ii) of the Merger Waiver Letter.

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Tender Offer Statement on Schedule TO that we have filed with the SEC on December 7, 2015 (the “Schedule TO”) and which is incorporated herein by reference. The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 8 — “Certain Information Concerning TCS.” The Offer. The Merger Agreement provides that Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the Offer Conditions described in Section 13 — “Conditions of the Offer” (including, if the Offer is extended or amended in accordance with the terms of the Merger Agreement, the terms and conditions of any extension or amendment), Purchaser will accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer promptly after the Expiration Date (the “Acceptance Time”). The Merger Agreement requires us to: (i) extend the Offer for successive periods of up to 10 business days each (or such longer period of up to 20 business days per extension if Comtech desires and TCS consents in writing prior to such extension) if any Offer Conditions (other than the Minimum Condition) have not been satisfied or have not been waived (provided that the Offer does not expire more than three business days following the end of the Marketing Period and such condition or conditions are capable of being satisfied on or before the End Date); (ii) extend the Offer for successive periods of 10 business days each (or such longer period of up to 20 business days per extension if Comtech desires and TCS consents in writing prior to such extension) if all the Offer Conditions (other than the Minimum Condition) have been satisfied or have been waived (provided that the Offer does not expire more than three business days following the end of the Marketing Period and Purchaser will not be required to extend the Offer pursuant to this clause on more than two occasions but may do so in its sole and absolute discretion); and (iii) extend the Offer for the minimum period or periods required by applicable law or rules, regulations, interpretations or positions of the SEC or its staff or the NASDAQ. We expressly reserve the right to make any changes in the terms or conditions to the Offer; provided, ho...

The Merger Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither the approval, execution, delivery or public announcement of the Merger Agreement nor the consummation of the transactions contemplated thereby or the performance by the Company of its obligations thereunder shall cause (a) the Rights to become exercisable, (b) IAC, Merger Sub or any of their affiliates to be an Acquiring Person, (c) a Share Acquisition Date to occur or (d) a Distribution Date to occur.

The Merger Agreement. Concurrently with the execution of this Agreement, the Company has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and this Agreement, the “Merger Agreement”), by and among PacWest Bancorp, a Delaware corporation (“PACW”), the Company and Cal Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth therein, among other things, the Company will consummate a strategic business combination transaction whereby (a) Merger Sub will merge with and into PACW (the “Merger”), so that PACW is the surviving corporation in the Merger, and (b) immediately following the Merger becoming effective, the Company shall cause PACW to be merged with and into the Company (the “Second Step Merger,” and together with the Merger, the “Mergers”), so that the Company is the surviving corporation in the Second Step Merger.

The Merger Agreement. The merger agreement between the Partnership and the Purchaser will be entered into only if the Unitholders approve the amendment to the Partnership's partnership agreement. Under the merger agreement, the merger of the Partnership with and into the Purchaser will not take place unless the Unitholders approve the merger. If the merger is approved at the special meeting, the General Partners on behalf of the Partnership intend to enter into an agreement substantially in the form of the merger agreement. The material provisions of the merger agreement are summarized below. Although complete in all material respects, this summary is qualified by reference to the full text of the merger agreement attached to this proxy statement as Annex A. Unitholders are encouraged to read the merger agreement carefully. If all of the conditions in the merger agreement are met, principally the approval by the Unitholders of the merger, at the effective time of the merger, the Partnership will be merged with and into the Purchaser, with the Purchaser continuing as the surviving entity. The Purchaser, as the surviving entity, will succeed to and possess all of the rights, privileges and powers of the Partnership, whose assets shall vest in the Purchaser, and who will then be liable for all of the liabilities and obligations of or any claims or judgments against the Partnership. CLOSING DATE; EFFECTIVE TIME OF THE MERGER The merger will become effective at 5:00 p.m. on the date on which the latter of (1) the filing of the certificate of merger with the Office of the Secretary of State of Delaware and (2) the filing of the certificate of merger with the Secretary of State of the Commonwealth of Massachusetts.

The Merger Agreement. The Limited Partnership Agreement of the Partnership, as amended to date (the "Partnership Agreement").