Examples of Apex Merger in a sentence
Gilead acquired CVT pursuant to an Agreement and Plan of Merger, dated as of March 12, 2009, by and among Gilead, CVT and Apex Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Gilead (“Merger Sub”), whereby Merger Sub conducted a cash tender offer (the “Tender Offer”) to purchase all of the outstanding shares of CVT common stock (“CVT Stock”) at a purchase price of $20.00 per share, net to the holder of such share in cash (such dollar amount, the “Offer Price”).
Your option shall vest and become exercisable in full immediately prior to the closing of the Apex Merger described in that certain Agreement and Plan of Reorganization dated March 8, 2000, by and among the Company, Cybex Computer Products Corporation, and Avocent Corporation.
This Agreement shall have been approved and adopted, and the Cybex Merger and the Apex Merger shall have been duly approved, by the requisite vote under applicable law by the shareholders of Cybex and Apex, respectively.
The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Apex, subject only to the approval and adoption of this Agreement and the approval of the Apex Merger by Apex's shareholders and the filing and recordation of the Apex Plan of Merger pursuant to Washington Law.
Subject to Sections 5.2(c) and 5.2(d), Apex will use its commercially reasonable best efforts (as defined in Section 8.3) to solicit from its shareholders, proxies in favor of the adoption and approval of this Agreement and the approval of the Apex Merger.
The Board of Directors of Apex has, as of the date of this Agreement, determined (i) that the Apex Merger is fair to and in the best interests of Apex and its shareholders, and (ii) to recommend that the shareholders of Apex approve and adopt this Agreement and approve the Apex Merger.
Promptly after the date hereof, Apex will take all action necessary in accordance with Washington Law and its Articles of Incorporation and Bylaws to convene the Apex Shareholders' Meeting to be held as promptly as practicable for the purpose of voting upon this Agreement and the Apex Merger.
A vote of the holders of at least two-thirds (2/3) of the outstanding shares of the Apex Common Stock is required for Apex's shareholders to approve and adopt this Agreement and approve the Apex Merger.
Specifically, immediately prior to the closing of the Apex Merger (as defined in such Agreement and Plan of Reorganization), your entire option grant (all 75,000 shares) will become fully vested and immediately available for exercise.
The term of employment of the Employee by the Employer shall be for the period beginning immediately prior to the closing of the Apex Merger (as described in the Reorganization Agreement) on July 1, 2000, and ending on December 31, 2004, unless terminated earlier pursuant to this Section 2.