Merger Protocol definition
Examples of Merger Protocol in a sentence
The STNE General Shareholders’ Meeting must approve, under the terms of the Brazilian Corporation Law: (a) all the necessary documentation for the Merger of Shares and the attribution of the New Shares STNE, including, but not limited to, the Merger Protocol to be prepared by the managements of Linx and STNE; and (b) the Redemption of Shares.
On the 2nd Business Day following the day on which the approvals referred to in Section 2.10(c) shall have been received, TIMB shall deliver to BT a notice where TIMB shall specify to BT the consideration that will be paid to BT in respect of the merger, according to the criteria of the Merger Protocol.
As soon as possible after the execution of the Merger Protocol, BT shall hire the appraiser named in the Merger Protocol and instruct it to carry out the appraisal of the intrinsic equity value of BTC and TIMB.
The Parties undertake to each other to execute and perform all such deeds, documents, assurances, acts and things and to exercise all powers and rights available to them, in whatever capacity, including the giving of all waivers and consents and the passing of all resolutions reasonably required to ensure that the Parties and their representatives (if any) give effect to the provisions of this Merger Protocol.
The Offer Conditions may be waived, to the extent permitted by law or by the Merger Protocol, as set out in Section 6.5(b) (Waiver of the Offer Conditions) of the Offer Memorandum.
If it does so, then the Merger Protocol may not be terminated by NIBC and will continue in force.
For purposes of this Section 8, in determining the number of outstanding shares of common stock, the Holder may rely on the number of outstanding shares of common stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-KSB, Form 10-Q, Form 10-QSB or Form 8-K, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the transfer agent setting forth the number of shares of Common Stock outstanding.
Subject to the terms and conditions of the Offer Memorandum and the Merger Protocol, the Boards fully support and unanimously recommend the holders of Securities to vote in favour of all Resolutions.
After having reviewed with the support of their legal and financial advisers the terms and conditions of the Offer and any other actions contemplated in the Merger Protocol, including the Non-Financial Covenants in particular, and having taken the interests of all of DPA’s stakeholders into account, the Boards unanimously conclude that the Offer is in the long-term interests of DPA, the sustainable success of its business and its clients, employees, shareholders and other stakeholders.
Subject to the terms and conditions of the Offer Memorandum and the Merger Protocol, the Boards fully support and unanimously recommend the Offer for the acceptance to the holders of Securities of the Company and recommend the holders of Securities to vote in favour of all Resolutions (the "Recommendation").