The Merger Agreement Sample Clauses

The Merger Agreement. The following is a summary of the material provisions of the Merger Agreement and 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 filed with the SEC in connection with the Offer, and is incorporated herein by reference. Capitalized terms not otherwise defined herein will have the meanings ascribed thereto in the Merger Agreement. The Merger Agreement has been filed as an exhibit to the Schedule TO and this summary of terms has been included in this Offer to Purchase to provide you with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about the Company or Parent (or its subsidiaries) in public reports filed with the SEC. In particular, the Merger Agreement and this summary of terms are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company or Parent (or its subsidiaries). The Offer. The Merger Agreement requires Purchaser to amend the Offer to increase the purchase price to $89.50 per Share, net to the seller in cash, to provide that the conditions will be as set forth in “Section 15Conditions of the Offer” and to amend the Expiration Date to be as set forth on the cover page of this amended and restated Offer to Purchase and to otherwise conform to the requirements of the Merger Agreement. Purchaser expressly reserves the right to waive any of the conditions to the Offer and to make any other changes in the terms of or conditions to the Offer, provided that without the prior consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the conditions to the Offer set forth in “Section 15 — Conditions of the Offer” or amends any other term of the Offer in any Table of Contents manner adverse to the stockholders of the Company and (C) the expiration date of the Offer will not be extended except as otherwise provided in the Merger Agreement. Extensions of the Offer. Purchaser will extend the Offer from time to time if at the then-scheduled expiration date of the Offer any of the conditions to the Offer are not satisfied or waived until s...
The Merger Agreement. Prior to the entry into this Agreement and prior to the grant of the Option (as defined in Section 1(a)), Grantee, SBC (CT), Inc., a wholly-owned subsidiary of Grantee ("Merger Sub"), and Issuer have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which Grantee and Issuer intend to effect a merger of Merger Sub with and into Issuer (the "Merger").
The Merger Agreement. A condition to the obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be that on or before the Closing Date, each of the Company, the Purchaser and the Company Principal Stockholders shall have executed and delivered the Merger Agreement.
The Merger Agreement. Contemporaneously with the execution and delivery of this Agreement and with the grant of the Option (as defined in Section 1(a)), Grantee and Issuer have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which Grantee and Issuer intend to effect a merger of AYP Sub, Inc., a Pennsylvania corporation to be formed as a wholly owned subsidiary of Grantee, with and into Issuer (the "Merger").
The Merger Agreement. Each of the representations and warranties of the Company, Excalibur, Transitory and, to the knowledge of the Company, Intel set forth in the Merger Agreement are true and correct in all material respects. Each of the Company, Transitory, Excalibur and, to the knowledge of the Company, Intel has complied in all material respects with the covenants set forth in the Merger Agreement required to be complied with by it. As of the Closing, all of the conditions to the Merger Closing set forth in the Merger Agreement will have been satisfied, except for any condition disclosed to NBAMV the satisfaction of which was waived in accordance with the Merger Agreement. 4. Representations and Warranties of NBAMV. NBAMV represents and warrants to the Company as of the date hereof and as of the Closing as follows:
The Merger Agreement. Except as set forth in the foregoing provisions of this Amendment, the terms and conditions of the Merger Agreement shall be in full force and effect and shall not be amended or otherwise altered by this Amendment. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.
The Merger Agreement. Grace and Sealed Air Corporation, a Delaware corporation ("SAC"), have entered into an Agreement and Plan of Merger, dated as of August 14, 1997 (the "Merger Agreement"), pursuant to which, at the Ef- fective Time (as defined therein), a wholly owned subsidiary of Grace will merge with and into SAC, with SAC being the surviving corporation (the "Merger"), and Grace being renamed "Sealed Air Corporation".