Merger Election definition
Examples of Merger Election in a sentence
If the Stockholder initially elects the Stock Sale Procedure (the "Stock Sale Election"), it may not, at any time thereafter, make a Merger Election.
If the Stockholder initially elects the Merger Procedure (a "Merger Election"), it may at any time prior to the execution by the Parent and the Company of a definitive agreement for a merger transaction, upon written notice to the Company, irrevocably elect to abandon the Merger Procedure and elect the Stock Sale Procedure, in which latter event the Parent shall have 18 months following its election of the Stock Sale Procedure to consummate the sale of its shares.
Unless the Company shall have made the Reverse Merger Election, the Company shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Company, on the Closing Date, a written opinion dated as of such date substantially in the form of Exhibit 6.3(c)(1).
Prior to or promptly following the date of such Notice of Merger Election, Parent shall prepare and file with the SEC the Form S-4, in which the Information Statement will be included as a prospectus.
The Parent and the Company will, within twenty (20) days after the date of the delivery to the Company of the Parent's Notice of Merger Election, submit to binding arbitration the dispute concerning the Disputed Amount in accordance with the provisions of Section 6.19 hereof.
The Parent does not contemplate seeking the Parent Stockholder Approval unless and until the Parent elects to consummate the Merger and delivers to the Company the Parent's Notice of Merger Election.
If the Reverse Merger Election is made, the parties acknowledge and agree that the Merger shall not, and shall not be intended to, qualify as a reorganization under Section 368(a) of the Code.
In the event that a Second Merger Election is made, the certificate of formation and limited liability company agreement of Merger Sub 2 in effect immediately prior to the Second Merger Effective Time shall be the certificate of formation and limited liability company agreement of the Surviving Company from and after the Second Merger Effective Time until thereafter amended as provided therein or by applicable Law.
Holders of record who hold Company Shares as nominees, trustees or in other representative capacities may submit multiple Forms of Merger Election on behalf of their respective beneficial holders.
From and after the Effective Time, the By-Laws of Merger Sub in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with Applicable Law, provided that if the Reverse Merger Election is made, the By-Laws of the Company in effect immediately prior to the Effective Time shall be the By-Laws of the Surviving Corporation until thereafter amended in accordance with Applicable Law.