The Offer and the Merger Sample Clauses

The Offer and the Merger. 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 Directors 6 1.4 The Merger 8 1.5 Closing and Effective Time of the Merger 9 1.6 Meeting of Stockholders to Approve the Merger 9 1.7 Merger Without Meeting of Stockholders 10 1.8 Top-Up Option 10
Sample 1See All (5)
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
Sample 1Sample 2Sample 3
The Offer and the Merger. Section 1.1 The Offer 2 Section 1.2 Company Actions 3 Section 1.3 The Merger 4 Section 1.4 Effects of the Merger 4 Section 1.5 Closing 4 Section 1.6 Consummation of the Merger 5 Section 1.7 Organizational Documents; Directors and Officers 5 Section 1.8 Top-Up Option 5 Section 2.1 Conversion of Merger Sub Capital Stock 6 Section 2.2 Conversion of Company Common Stock 7 Section 2.3 Exchange of Certificates 8 Section 2.4 Company Options; Restricted Stock Units 10 Section 2.5 Taking of Necessary Action; Further Action 10 Section 3.1 Organization 11 Section 3.2 Capitalization 12 Section 3.3 Authorization; No Conflict 13 Section 3.4 Subsidiaries 15 Section 3.5 SEC Reports and Financial Statements 15 Section 3.6 Absence of Material Adverse Changes, etc. 17 Section 3.7 Litigation 17 Section 3.8 Information Supplied 17 Section 3.9 Broker’s or Finder’s Fees 18 Section 3.10 Employee Plans 18 Section 3.11 Opinion of Financial Advisor 21 Section 3.12 Taxes 21 Section 3.13 Environmental Matters 23 Section 3.14 Compliance with Laws 24 Section 3.15 Intellectual Property 24 Section 3.16 Employment Matters 27 Section 3.17 Insurance 27 Section 3.18 Material Contracts 27 Section 3.19 Properties 29 Section 3.20 Anticorruption 30 Section 4.1 Organization 32 Section 4.2 Merger Sub; Ownership of Shares 32 Section 4.3 Authorization; No Conflict 32 Section 4.4 Information Supplied 33 Section 4.5 Broker’s or Finder’s Fees 34 Section 4.6 Availability of Funds 34 Section 4.7 Other Agreements or Understandings 34 Section 4.8 No Additional Representations 34 Section 4.9 Not Interested Stockholder 34
Sample 1
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
Sample 1Sample 2
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
Sample 1
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
Sample 1
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...
Sample 1
The Offer and the Merger. Section 1.1 The Offer. 2 Section 1.2 Company Actions. 5 Section 1.3 Directors. 6 Section 1.4 The Merger. 8 Section 1.5 Closing. 8 Section 1.6 Effective Time. 8 Section 1.7 Effects of the Merger. 8 Section 1.8 Certificate of Incorporation and Bylaws of the Surviving Corporation. 9 Section 1.9 Directors and Officers of the Surviving Corporation. 9 Section 1.10 Stockholders’ Meeting. 9 Section 1.11 Merger Without Meeting of Stockholders. 10 Section 1.12 Top-Up Option. 11 ARTICLE II . EFFECT OF THE MERGER ON THE CAPITAL STOCK; EXCHANGE OF CERTIFICATES Section 2.1 Effect on Capital Stock. 12 Section 2.2 Exchange of Certificates. 13 Section 2.3 Company Stock Options. 15 Section 2.4 Company Warrants. 16 Section 2.5 Employee Stock Purchase Plan. 16
Sample 1
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
Sample 1