Form Merger Clause Samples
A Form Merger clause establishes that the written contract represents the complete and final agreement between the parties, superseding all prior negotiations, discussions, or understandings. In practice, this means that any previous drafts, emails, or verbal agreements not included in the signed document are not legally binding. The core function of this clause is to ensure clarity and prevent disputes by confirming that only the terms within the executed contract are enforceable.
Form Merger. Section 607.1104 of the FBCA provides that, if the parent corporation owns at least 80% of the outstanding shares of each class of the subsidiary corporation, the merger into the subsidiary corporation of the parent corporation may be effected by a plan of merger adopted by the board of directors of the parent corporation and the appropriate filings with the Florida Department of State, without the approval of the shareholders of the subsidiary corporation (a "short-form merger"). Under the FBCA, if the Purchaser acquires at least 80% of the outstanding Shares, the Purchaser will be able to effect the Merger without a vote of the shareholders of the Company. In such event, the Company has agreed in the Merger Agreement to take, at the request of Purchaser, all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company's shareholders. In the event that less than 80% of the Shares then outstanding on a fully diluted basis are tendered pursuant to the Offer on the Initial Expiration Date, the Purchaser may extend the Offer for up to 3 business days so that the merger may be consummated as a short-form merger. Florida Affiliated Transactions Statute. The Company is also subject to Section 607.0901 (the "Affiliated Transactions Statute") of the FBCA. The Affiliated Transactions Statute generally prohibits a Florida corporation from engaging in an "affiliated transaction" with an "interested shareholder," unless the affiliated transaction is approved by a majority of the disinterested directors or by the affirmative vote of the holders of two-thirds of the voting shares other than the shares beneficially owned by the interested shareholder, the corporation has not had more than 300 shareholders of record at any time for three years prior to the public announcement relating to the affiliated transaction or the corporation complies with certain statutory fair price provisions.
Form Merger. The PBCL provides that if a parent company owns at least 80% of each class of stock of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the other shareholders of the subsidiary. Accordingly, if, as a result of the Offer, the Top-Up Option or otherwise, Purchaser directly or indirectly owns one Share more than 80% of the Shares outstanding on a partially diluted basis (assuming conversion or exercise of all deferred stock units but not any other derivative securities including stock options), Parent and Purchaser anticipate to effect the Merger without prior notice to, or any action by, any other shareholder of Tasty Baking if permitted to do so under the PBCL (the “Short-Form Merger”). Even if Parent and Purchaser do not own at least 80% of the outstanding Shares following consummation of the Offer, Parent and Purchaser could seek to purchase additional Shares in the open market, from Tasty Baking or otherwise in order to reach the 80% threshold and effect a Short-Form Merger. The consideration per Share paid for any Shares so acquired, other than Shares acquired pursuant to the Top-Up Option, may be greater or less than that paid in the Offer.
Form Merger. Section 253 of the DGCL provides that, if a corporation owns at least 90% of the outstanding shares of each class and series of a subsidiary corporation, the parent corporation may merge the subsidiary corporation into itself or into another such subsidiary or merge itself into the subsidiary corporation, in each case, without the approval of the board of directors or the shareholders of the subsidiary corporation (such merger, a “Short-Form Merger”). In the event that Lilly and the Purchaser acquire in the aggregate at least 90% of each class and series of capital stock of ImClone in the Offer, in a Subsequent Offering Period or otherwise (and including as a result of its exercise of the Top-Up Option), then the Purchaser will cause the Short-Form Merger to be effected without a meeting of the shareholders of ImClone, subject to compliance with the provisions of Section 253 of the DGCL. If the Purchaser does not acquire sufficient Shares in the Offer, including any Subsequent Offering Period, to complete a Short-Form Merger, the Purchaser expects to exercise the Top-Up Option, subject to the limitations set forth in the Merger Agreement, to purchase additional Shares required to complete a Short-Form Merger, taking into account the Shares issued upon exercise of the Top-Up Option. We could also seek to purchase additional Shares in the open market or otherwise to permit us to complete a Short-Form Merger. The Merger Agreement provides that Lilly will take all actions necessary or appropriate to effect a Short-Form Merger if permitted to do so under the DGCL.
Form Merger. The NYBCL would permit the Merger to occur without a vote of the Company's shareholders (a "short-form merger") if the Purchaser were to acquire such number of Shares which, together with the Shares owned by Parent and the Purchaser, constitutes at least 90% of the outstanding Shares on a fully diluted basis. If, however, the Purchaser does not acquire such number of Shares which, together with the Shares owned by Parent and the Purchaser, constitutes at least 90% of the then outstanding Shares on a fully diluted basis, and a vote of the Company's shareholders is required under NYBCL, a longer period of time will be required to effect the Merger.
Form Merger. The Merger Agreement further provides that, notwithstanding the foregoing, if following the consummation of the Offer, any subsequent offering period or the exercise of the Top-Up Option, if applicable, or otherwise. Parent or Purchaser holds at least 90% of the outstanding Shares on a fully diluted basis pursuant to the Offer, any subsequent offer, the Top-Up Option, or otherwise and provided that all conditions set forth in the Merger Agreement as described below in “— Conditions to the Merger” are satisfied or waived, Barrier will, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without the approval of the stockholders of Barrier, in accordance with Section 253 of the DGCL.
Form Merger. Section 13.1-719 of the VSCA provides that, if the parent corporation owns at least 90% of the outstanding shares of each class of the subsidiary corporation, the merger into the subsidiary corporation of the parent corporation may be effected by a resolution or plan of merger adopted and approved by the board of directors of the parent corporation and the appropriate filings with the Virginia State Corporation Commission, without any action or vote on the part of the shareholders of the subsidiary corporation (a "short-form merger"). Under the VSCA, if the Purchaser acquires at least 90% of the outstanding Shares, the Purchaser will be able to effect the Merger without a vote of the shareholders of the Company. In such event, Parent, the Purchaser and the Company have agreed in the Merger Agreement to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company's shareholders. In the event that less than 90% of the Shares then outstanding on a fully diluted basis are tendered pursuant to the Offer on the Initial Expiration Date, the Purchaser may extend the Offer for up to 10 business days so that the merger may be consummated as a short-form merger. Virginia Affiliated Transactions Statute. The Company is also subject to Article 14 (the "Affiliated Transactions Statute") of the VSCA. The Affiliated Transactions Statute generally prohibits a publicly held Virginia corporation from engaging in an "affiliated transaction" with an "interested shareholder" for a period of three years after the date of the transaction in which the person became an interested shareholder, unless (i) a majority of disinterested directors approved in advance the transaction in which the interested shareholder became an interested shareholder, or (ii) the affiliated transaction is approved by the affirmative vote of a majority of the disinterested directors and by the affirmative vote of the holders of two-thirds of the voting shares other than the shares beneficially owned by the interested shareholder. A corporation may engage in an affiliated transaction with an interested shareholder beginning three years after the date of the transaction in which the person became an interested shareholder if (A) the transaction is approved by a majority of the disinterested directors or by the affirmative vote of the holders of two-thirds of the voting shares other than the shares beneficiall...
Form Merger. Section 253 of the DGCL provides that, if a parent corporation owns at least 90% of each class of stock of a subsidiary, the parent corporation can effect a short-form merger with that subsidiary without the action of the other stockholders of either entity. Accordingly, if as a result of the Offer, the Top-Up Option or otherwise, we directly or indirectly own at least 90% of the Shares, we could, and (subject to the satisfaction or waiver of the conditions to its obligations to effect the Merger contained in the Merger Agreement) are obligated under the Merger Agreement to effect the Merger without prior notice to, or any action by, any other stockholder of Barrier under the DGCL. Pursuant to the Merger Agreement, in the event that, following completion of the Offer, we own at least 90% of the outstanding Shares on a fully diluted basis, including Shares acquired in any subsequent offering period, through the exercise of the Top-Up Option or otherwise, Barrier will, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without the approval of Barrier’s stockholders, in accordance with Section 253 of the DGCL. State Takeover Laws. Barrier is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents an “interested stockholder” (generally a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock, or an affiliate or associate thereof) from engaging in a “business combination” (defined to include mergers and certain other transactions) with a Delaware corporation for a period of three years following the date such person became an interested stockholder unless, among other things, prior to such date the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became an interested stockholder. Assuming the that (i) neither Parent nor Purchaser owns (directly or indirectly, beneficially or of record) any Shares or holds any rights to acquire any Shares except as provided in the Merger Agreement, and (ii) Parent and its affiliates do not, collectively, own (directly or indirectly, beneficially or of record) more than 14.9% of the outstanding Shares and do not, collectively, hold any rights to acquire in the aggregate more than 14.9% of the outstanding Shares except pursuant to the Merger Agreement, the bo...