Merger Option Sample Clauses

Merger Option. Sellers agree that Buyer may, at its option and if permitted by applicable law, elect to structure the Acquisition as a cash merger of the Bank with a wholly-owned subsidiary of Buyer (the "Bank Merger") to be organized for the sole purpose of effectuating the Bank Merger, on financial terms the same as those set forth in the Agreement for the purchase by Buyer of the Stock. If Buyer elects to accomplish the Acquisition through the Bank Merger, Sellers agree: (a) to cause the Board of Directors of the Bank to approve the Bank Merger and to submit it to the stockholders of the Bank for their approval; (b) to vote the shares of Stock owned by them in favor of the Bank Merger; and (c) to take, or cause the Bank and its Board of Directors to take, all steps necessary to consummate the Bank Merger. Any such Bank Merger shall be accomplished pursuant to a merger agreement containing the same financial terms and substantially the same other terms and conditions as set forth in this Agreement.

Merger Option. In the event the Closing has not occurred prior to the End Date, Purchaser shall have the option, in its sole discretion, to elect to restructure the Transactions such that, in lieu of the asset purchase contemplated by this Agreement, Purchaser will purchase and acquire all of the issued and outstanding Seller Capital Stock via a merger (the "Merger Option"), in which case Purchaser and Seller shall enter into a definitive acquisition agreement for the purchase of all of the outstanding Seller Capital Stock by Purchaser or its designated Affiliate (an "Merger Agreement"), and any other instruments or documents of transfer required to effectuate the transactions contemplated by the Merger Option. Upon the exercise of such Merger Option, Seller and the Seller Stockholders shall cooperate in good faith with Purchaser to convert the structure of the acquisition contemplated by this Agreement from the asset purchase to an equity transaction, on substantially the same terms as those set forth in this Agreement (modified as needed to provide for a tax-free reorganization structured as a merger). In the event that the Merger Option is exercised by Purchaser, the End Date shall be extended automatically for an additional 90 days, and this Agreement shall not be terminable pursuant to Section 7.1(b) prior to such extended date unless Purchaser and Seller execute and deliver a Merger Agreement prior to such extended date.

Merger Option. (i) From the date of the LOI until the Closing Date, or May 1, 2001, whichever is sooner, Buyer shall have the exclusive option, ("Option Period"), of merging with and into the Seller. (ii) From the Closing Date, or May 1, 2001, whichever is sooner, and for 10 months thereafter, Buyer shall have the right of first refusal for any proposed merger between Seller and a third party. (iii) For purposes of any proposed merger between Seller and Buyer, each share of the Buyer shall be converted into 30 shares of Seller. This ratio is based on Buyer's net assets (Cash plus Accounts Receivable less Accounts Payable) being in excess of $500,000 and the Buyer's year 2000 sales being approximately $1.5

Merger Option