The Offer and the Merger Clause Samples
The "The Offer and The Merger" clause defines the process and terms under which one company proposes to acquire another, typically through a formal offer followed by a merger. It outlines the steps involved, such as the submission of the offer, the conditions that must be met for the merger to proceed, and the timeline for completion. This clause ensures that both parties understand the sequence of events and legal requirements necessary for the transaction, thereby providing a clear framework for executing the merger and addressing potential uncertainties in the acquisition process.
The Offer and the Merger. 2
1.1 The Offer 2
1.2 Company Actions 6
1.3 Directors 7
1.4 The Merger 9
1.5 Closing and Effective Time of the Merger; the Second Merger 10
1.6 Merger Without Meeting of Stockholders 10 1.7 Top-Up Option 10
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
The Offer and the Merger. Section 1.1 The Offer 2 Section 1.2 Company Actions 5 Section 1.3 Board of Directors 7 Section 1.4 The Top-Up Option 9 Section 1.5 The Merger 10 Section 1.6 Closing 11 Section 1.7 Effective Time 11 Section 1.8 Certificate of Incorporation 11 Section 1.9 By-Laws 11 Section 1.10 Directors 11 Section 1.11 Officers 11 Section 1.12 Stockholder’s Meeting 11 Section 1.13 Merger Without Meeting of Stockholders 13 Section 1.14 Effect on Capital Stock 13 Section 1.15 Treatment of Company Stock Options 14 Section 1.16 Company Restricted Stock Units and Company Restricted Stock 15 Section 1.17 Treatment of Warrants 16 Section 1.18 Certain Adjustments 17 Section 1.19 Appraisal Rights 17 Section 2.1 Exchange Fund 17 Section 2.2 Exchange Procedures 18 Section 2.3 No Further Ownership Rights in Company Common Stock 18 Section 2.4 Termination of Exchange Fund 18 Section 2.5 No Liability 19 Section 2.6 Investment of the Exchange Fund 19 Section 2.7 Lost Certificates 19 Section 2.8 Withholding Rights 19 Section 2.9 Further Assurances 19 Section 2.10 Stock Transfer Books 20 Section 3.1 Organization 20 Section 3.2 Subsidiaries 20 Section 3.3 Capitalization 21 Section 3.4 Authority for Agreements 22 Section 3.5 Takeover Statute, No Restrictions on the Transactions 23 Section 3.6 Consents and Approvals; No Violations 23 Section 3.7 SEC Reports; Company Financial Statements; Company Data 24 Section 3.8 Proxy Statement 25 Section 3.9 Absence of Certain Changes 26 Section 3.10 Litigation 26 Section 3.11 Compliance with Laws 26 Section 3.12 Absence of Undisclosed Liabilities 27 Section 3.13 Taxes 28 Section 3.14 Title to Properties; Absence of Liens 29 Section 3.15 Brokers 30 Section 3.16 Employee Benefit Plans and Related Matters; ERISA 31 Section 3.17 Employees, Labor Matters 33 Section 3.18 Intellectual Property 34 Section 3.19 Contracts 38 Section 3.20 Environmental Laws and Regulations 40 Section 3.21 Insurance Coverage 40 Section 3.22 Warranty and Product Liability Claims 40 Section 3.23 Privacy Guidelines 41 Section 3.24 Opinion of Financial Advisor 41 Section 3.25 Disclosure 41 Section 3.26 Rule 14d-10(d) 41 Section 4.1 Organization 42 Section 4.2 Authority for Agreements 42 Section 4.3 Consents and Approvals; No Violations 42 Section 4.4 Proxy Statement 43 Section 4.5 Brokers 43
The Offer and the Merger. Section 2.1. The Offer 12 Section 2.2. Company Actions 15 Section 2.3. Top-Up Option 16 Section 2.4. The Merger 18 Section 2.5. Closing 18 Section 2.6. Effective Time 18 Section 2.7. Articles of Incorporation and By-Laws of the Surviving Corporation 19 Section 2.8. Directors and Officers of the Surviving Corporation 19 Section 2.9. Additional Actions 19 Section 2.10. Stockholders’ Meeting 19 Section 2.11. Repayment of Company Credit Agreement Indebtedness, Etc. 21
The Offer and the Merger. Section 2.1
The Offer and the Merger. Section 2.1 The Offer 11 Section 2.2 Directors 13 Section 2.3 Company Actions 15 Section 2.4 The Merger 16 Section 2.5 Effective Time 16 Section 2.6 Closing 17 Section 2.7 Certificate of Incorporation and Bylaws of the Surviving Corporation 17 Section 2.8 Directors and Officers of the Surviving Corporation 17 Section 2.9 The Top-Up Option 17 Section 2.10 Merger Without Meeting of Shareholders 19 Section 3.1 Conversion of Shares 19 Section 3.2 Exchange of Certificates Representing Shares 20 Section 3.3 Stock Options and Other Equity-Based Awards 23 Section 3.4 Dissenting Shares 25 Section 4.1 Organization 25 Section 4.2 Capitalization 26 Section 4.3 Authorization; Validity of Agreement; Company Action 27 Section 4.4 Consents and Approvals; No Violations 28 Section 4.5 SEC Reports 29 Section 4.6 No Undisclosed Liabilities 29
The Offer and the Merger. The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Board of Directors 5 Section 1.4 Option to Acquire Additional Shares 6 Section 1.5 The Merger 7 Section 1.6 Effective Time 7 Section 1.7 Closing 7 Section 1.8 Directors and Officers of the Surviving Corporation 7 Section 1.9 Subsequent Actions 7 Section 1.10 Shareholders’ Meeting 8 Section 1.11 Merger Without Meeting of Shareholders 9
The Offer and the Merger. Section 1.1 The Offer. 2 Section 1.2 Company Actions. 5 Section 1.3 Board of Directors. 7
Section 1.4 The Top-Up Option. 9 Section 1.5 The Merger 10 Section 1.6 Closing 11 Section 1.7 Effective Time 11 Section 1.8 Certificate of Incorporation 11 Section 1.9 By-Laws 11 Section 1.10 Directors 11 Section 1.11 Officers 11 Section 1.12 Stockholder’s Meeting 11 Section 1.13 Merger Without Meeting of Stockholders 13 Section 1.14 Effect on Capital Stock. 13
The Offer and the Merger. (a) The Company shall not, and shall procure that Bidco and each other member of the Group will not amend, waive or vary any Offer Document or the Merger Agreement (or agree to any of the foregoing) in any respect which would:
(i) result in the aggregate cash consideration payable by the Group in respect of the Offer and the Merger exceeding the sum of US$330,000,000 and the net proceeds applied in accordance with Clause 4.2(a)(ii);
(ii) result in the "Minimum Condition" (as defined in the Merger Agreement) being reduced below a majority of the common stock of Target on a fully diluted basis;
(iii) waive or dispense with any requirement for any material authorisation or regulatory waiting period pursuant to the Offer Documents or the Merger Agreement; or
(iv) result in any amendment, waiver or variation of or to any of the conditions specified in Annex I of the Merger Agreement in a manner and to an extent which could reasonably be expected to materially and adversely affect the interests of the Finance Parties under the Finance Documents.
(b) The Company shall not, and shall procure that Bidco and no other member of the Group will, issue or allow to be issued any press release or other publicity, the text of which has not previously been agreed with the Arrangers (such agreement not to be unreasonably withheld or delayed), which makes reference to the Facilities or any Finance Party unless the publicity is required by law, any applicable regulation or any stock exchange (in which case the Company shall (i) notify the Agent and the Arrangers as soon as it becomes aware that the publicity is required and (ii) consult with the Arrangers in good faith as to the contents of the publicity).
(c) The Company shall, and shall ensure that Bidco and each other member of the Group will, comply in all material respects with all applicable laws and regulations in relation to the Offer and the Merger.
(d) The Company will procure that the Merger is completed in the manner contemplated in the Merger Agreement as soon as practicable after the Unconditional Date and in any event within 120 days after the Unconditional Date.
(e) The Company will procure that the Target becomes a Guarantor in accordance with Clause 28.5 within ten Business Days after the date on which the Merger is completed.
(f) The Company shall ensure that within 5 Business Days of the Unconditional Date the CULS are converted into ordinary shares in Meggitt Funding Limited and those ordinary shares are e...
The Offer and the Merger. Section 2.01 The Offer 2 Section 2.02 Company Actions 6 Section 2.03 The Merger 7 Section 2.04 Closing; Merger Effective Time 8