Merger Contract Clauses (166)

Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such subtenancies.

Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.

Merger. Merger Sub shall be merged with and into Parent(the "Merger") at the Effective Time (as defined below). Following the Effective Time, the separate existence of Merger Sub shall cease, and Parent shall continue as the surviving corporation (the "Surviving Corporation"), and Parent shall be the corporation surviving the Merger and its name shall be changed to "Smith & Wesson Brands, Inc." (the "Surviving Corporation"). The effects and consequences of the Merger shall be as set forth in this Agreem...ent and the NRS. View More

Merger. This Agreement and the other agreements, instruments and documents executed pursuant to or in connection herewith, contain all the covenants, promises, agreements, conditions, representations and understandings between the parties hereto, and supersede any prior agreements between the parties hereto with respect to EMPLOYEE's employment, compensation, termination of employment, and the subject matter hereof and thereof, other than the Confidentiality Agreement and any non-competition, non-solici...tation, non-disparagement, protection of confidential information, or other restrictive covenant to which EMPLOYER and EMPLOYEE were a party or by which EMPLOYEE was bound. EMPLOYEE acknowledges and agrees that the obligations set forth in Sections 5, 7, 9, and 10 of this Agreement are intended to be an expansion of any current obligations, covenants and agreements by EMPLOYEE with respect to the subject matter thereof and, to the extent of any conflict, the provisions which are more expansive, including, without limitation, with respect to scope and duration, shall apply. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. There are no covenants, promises, agreements, conditions, representations or understandings, either oral or written, between the parties hereto, other than those set forth herein or provided for herein, with respect to the subject matter hereof. View More

Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 252 of the DGCL and Section 53-14-7 of the NMS, the Company shall be merged with and into the Acquiror at the Effective Time (as hereinafter defined). Following the Effective Time, the separate corporate existence of the Company shall cease, and the Acquiror shall continue as the surviving corporation (the "Surviving Corporation"). The effects and consequences of the Merger shall be as set fo...rth in this Agreement, the DGCL and the NMS. View More

Merger. Subject to the terms and conditions hereinafter set forth, XT Delaware shall be merged with and into XT Nevada, with XT Nevada to be the surviving corporation in the merger (the "Merger"). The Merger shall be effective on the later of the date and time (the "Effective Time") that a properly executed certificate of merger consistent with the terms of this Plan and Section 252 of the Delaware General Corporation Law (the "DGCL") is filed with the Secretary of State of Delaware or articles of merge...r are filed with the Secretary of the State of Nevada as required by Section 92A.200 of the Nevada Revised Statutes (the "NRS"). View More

Merger. This Agreement supersedes, replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Employee and Employer and constitutes the entire agreement between Employee and Employer with 4 respect to the subject matter of this Agreement (including any contrary provision in the Employment Agreement), other than those portions of the Employment Agreement incorporated herein by reference. This Agreement may not be changed or terminated orally, and n...o change, termination or waiver of this Agreement or any of the provisions herein contained shall be binding unless made in writing and signed by all parties, and in the case of Employer, by an authorized officer. View More

Merger. If the Company shall at any time merge or consolidate with another corporation and the holders of the capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 80% by voting power of the capital stock of the surviving corporation ("Continuity of Control"), the holder of each Option then outstanding will thereafter be entitled to receive at the next Exercise Date upon the exercise of such Option for each share as to which such Option shall be exercis...ed the securities or property which a holder of one share of the Common Stock was entitled to upon and at the time of such merger or consolidation, and the Board or the Committee shall take such steps in connection with such merger or consolidation as the Board or the Committee shall deem necessary to assure that the provisions of Section 15 shall thereafter be applicable, as nearly as reasonably may be, in 4 relation to the said securities or property as to which such holder of such Option might thereafter be entitled to receive thereunder. In the event of a merger or consolidation of the Company with or into another corporation which does not involve Continuity of Control, or of a sale of all or substantially all of the assets of the Company while unexercised Options remain outstanding under the Plan, (a) subject to the provisions of clauses (b) and (c), after the effective date of such transaction, each holder of an outstanding Option shall be entitled, upon exercise of such Option, to receive in lieu of shares of Common Stock, shares of such stock or other securities as the holders of shares of Common Stock received pursuant to the terms of such transaction; or (b) all outstanding Options may be cancelled by the Board or the Committee as of a date prior to the effective date of any such transaction and all payroll deductions shall be paid out to the participating employees; or (c) all outstanding Options may be cancelled by the Board or the Committee as of the effective date of any such transaction, provided that notice of such cancellation shall be given to each holder of an Option, and each holder of an Option shall have the right to exercise such Option in full based on payroll deductions then credited to his account as of a date determined by the Board or the Committee, which date shall not be less than ten (10) days preceding the effective date of such transaction. View More

Merger. The Agreement, as amended solely by this Amendment, constitute the entire agreement between the parties hereto with respect to its subject matter and supersede all previous amendments and addenda, and all previous or contemporaneous negotiations, commitments and writings with respect to such subject matter.

Merger. In accordance with Section 92A.180 of the NRS, at the Effective Time (as defined below), ICTV Holdings shall be merged with and into the Company in accordance with this Plan of Merger, and the separate corporate existence of ICTV Holdings shall thereupon cease. Pursuant to and simultaneously upon the consummation of the Merger at the Effective Time, in accordance with the NRS, (a) the Company shall continue as the surviving corporation in the Merger (sometime hereinafter referred to as the "Surv...iving Corporation"), (b) the corporate identity, existence, powers, rights and immunities of the Company as the Surviving Corporation shall continue unimpaired by the Merger, and (c) the Company shall succeed to and shall possess all the assets, properties, rights, privileges, powers, franchises, immunities and purposes, and be subject to all the debts, liabilities, obligations, restrictions and duties of ICTV Holdings, all without further act or deed. View More