Examples of Mergers in a sentence
No (i) “business combination”, “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Laws (each, a “Takeover Law”), (ii) stockholder rights agreement, “poison pill” or similar anti-takeover agreement or (iii) anti-takeover provision in the organizational documents of a Company Entity or any Company Subsidiary applies or will apply with respect to this Agreement or the Transactions, including the Mergers.
No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law, whether temporary, preliminary or permanent, that is in effect that enjoins, restrains or otherwise prohibits or makes illegal the consummation of the Mergers; provided, that the condition set forth in this Section 8.01(b) solely as it relates to any Law of a Gaming Authority shall be deemed satisfied on the Deemed Gaming Waiver Date (if not otherwise satisfied).
The Special Committee, at a meeting duly called and held on or prior to the date of this Agreement, has unanimously (a) determined that this Agreement and the Transactions, including the Mergers, on the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and its Public Stockholders and (b) made the Special Committee Recommendation.
Unless specified otherwise herein, all expenses incurred in connection with this Agreement, the Transactions, the solicitation of stockholder approvals and all other matters related to the Transactions shall be paid by the party incurring such expenses, whether or not the Mergers or any other Transaction is consummated, except as otherwise set forth in this Agreement.
Composition and attendance The Acquisitions, Divestments and Mergers Committee (ADAM) comprises of five members out of which three are independent directors.