Third Party Acquisition. Section 5.4(b)........................................37
Third Party Acquisition. Section 6.1(d)........................... 46 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of March 18, 1997, is among AMERICAN LIST CORPORATION, a Delaware corporation (the "Company"), XXXXXX COMMUNICATIONS, INC., a Delaware corporation ("Parent"), and XXXXXX Z ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition").
Third Party Acquisition. 35 Transactions.........................................................2
Third Party Acquisition. Section 4.5(c) . . . . . . . . . . 37
Third Party Acquisition. Section 5.3(b)....................... 36 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of January 23, 2001 is among XXXXXX INDUSTRIES, INC., a Delaware corporation (the "Company"), NORTHROP GRUMMAN CORPORATION, a Delaware corporation ("Parent"), NNG, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Holdco") and LII ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Holdco ("Acquisition I"), and amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of December 21, 2000, among the Company, Parent and Acquisition I (the "Original Agreement").
Third Party Acquisition. The Company and the Founder Parties hereby severally and jointly undertakes that, in the event that the redemption fails to be consummated within the time limit specified in Section 6.02, any redeeming Investor Shareholder shall have the right to seek a third party to purchase the Redemption Shares held by that Investor Shareholder. If, in connection with the third party’s purchase of the Redemption Shares held by the Investor Shareholder, that third party demands to simultaneously purchase a portion of the Company’s Shares owned by any Founder Party, that Founder Party shall be obligated to sell such Shares he or she owns to that third party (for the avoidance of doubt, the specific amount to be sold will be negotiated by that Founder Party and the third party), with the sale price being the price agreed by the Investor Shareholder and the third party purchaser. If the price at which the third party purchases the Redemption Shares held by the Investor Shareholder is lower than the Redemption Price applicable to the Investor Shareholder, the Company and the Founder Parties will severally and jointly compensate the Investor Shareholder in cash in an amount derived from the following formula: cash compensation = (Redemption Price – price per share purchased by the third party) × the amount of Redemption Shares sold by the Investor Shareholder.
Third Party Acquisition. 6.03 First Paragraph ARTICLE VIII
Third Party Acquisition. 40 to DHI's knowledge...............................................................................................58 to the Company's knowledge.......................................................................................58 to the knowledge of DHI..........................................................................................58 to the knowledge of the Company..................................................................................58 trading day......................................................................................................58
Third Party Acquisition. (a) From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement, each of the Sellers, and their Affiliates (including the Acquired Companies) and their respective officers, directors, trustees, employees, representatives (including, without limitation, any investment banker, attorney or accountant) and agents shall immediately cease any discussions or negotiations with any Persons with respect to any Third Party Acquisition, and none of the Sellers, their Affiliates (including the Acquired Companies) nor any of their respective officers, directors, trustees, employees, representatives (including, without limitation, any investment banker, attorney or accountant) or agents shall, directly or indirectly, encourage, solicit, participate in or initiate any inquiries, discussions or negotiations with or, except as expressly required to comply with the provisions of the Agreement listed on Schedule 6.7, provide any information or access to any Person concerning any potential Third Party Acquisition or otherwise facilitate any effort to make a Third Party Acquisition. The Sellers shall promptly communicate to Alon the existence or occurrence and the terms of any potential Third Party Acquisition or contact related to any potential Third Party Acquisition that the Sellers, their Affiliates (including the Acquired Companies) or any of their respective officers, directors, trustees, employees, representatives or agents, receive in respect of such a proposed transaction, and the identity of the Person from whom such proposal or contact was received.
Third Party Acquisition. Section 7.3(a).................. 32 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of the 6th day of February, 1998 (this "Agreement"), is made by and among SUMMIT CARE CORPORATION, a California corporation (the "Company"), FOUNTAIN VIEW, INC., a Delaware corporation ("Parent"), FV-SCC ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition") and, with respect to Sections 5.7, 5.13 and 5.14 hereof, HERITAGE FUND II, L.P., a Delaware limited partnership ("Heritage").
