Mars Merger Sample Clauses

Mars Merger. Unless the Award was previously forfeited in whole or in part pursuant to Section 3 hereof or previously became fully vested pursuant to Section 3 hereof, as of the Effective Time (as defined in the Merger Agreement), the Award shall be deemed vested on a pro rata basis based on the total number of days that have elapsed from the Grant Date to the Effective Time relative to the total number of days between the Grant Date and the fourth anniversary of the Grant Date (i.e., 1460 days) (the “Vested Units”). (For illustration purposes, assuming continued employment, in the event such Effective Time occurs on the 438th day following the Grant Date (a date when the total number of days that have elapsed since the Grant Date is equal to 30% of the total number of days between the Grant Date and the fourth anniversary of the Grant Date and is after the first anniversary of the Grant Date so that the Award had previously become 25% vested), the Award would thereupon be deemed vested with respect to an additional number of Restricted Stock Units so that, incrementally, an additional 5% of the Award (the incremental amount between 25% and 30%) would be deemed Vested Units as of the Effective Time.) Upon such Effective Time, each of the Vested Units (and each Restricted Stock Unit that previously vested pursuant to Section 3 hereof but that is then still unsettled pursuant to Section 4 hereof), shall be immediately cancelled and converted into the right to receive an amount of cash equal to the per-share Merger Consideration of $80.00, less applicable withholding, in accordance with Section 2.2(c) of the Merger Agreement (the “Vested Payment”) as soon as practicable following the Effective Time. Notwithstanding any provision of this Agreement, the Plan or the Program to the contrary, with respect to any portion of the Award that is outstanding at the Effective Time and that is not vested at the Effective Time (the “Unvested Units”), no portion of such Unvested Units shall continue after the Effective Time, and all such Unvested Units shall be immediately cancelled. As of the Effective Time, all Restricted Stock Units shall no longer be outstanding and shall automatically cease to exist, and the Holder shall cease to have any rights with respect to any Restricted Stock Units, or Shares or cash equal to or based on the Shares, except the right to receive the Vested Payment with respect to the Vested Units as aforesaid.
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Related to Mars Merger

  • Bank Merger The Parties shall stand ready to consummate the Bank Merger immediately after the Merger.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Effective Time of the Merger At the Effective Time of the Merger, NEWCO shall be merged with and into the COMPANY in accordance with the Articles of Merger, the separate existence of NEWCO shall cease, the COMPANY shall be the surviving party in the Merger and the COMPANY is sometimes hereinafter referred to as the Surviving Corporation. The Merger will be effected in a single transaction.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

  • The Bank Merger Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB and all of the property, rights, powers and franchises of each of the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.

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