Agreement to Merger Sample Clauses

Agreement to Merger. Subject to the terms and conditions herein set forth, SMTI and Marquee agree to effect a merger (the "Merger") of a wholly-owned subsidiary of Marquee to be formed for the purpose of effecting the Merger (the "Subsidiary") with and into SMTI, with SMTI as the surviving corporation, in accordance with the Agreement and Plan of Merger attached hereto as Exhibit A (the "Merger Agreement").
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Agreement to Merger. The Constituent Corporations hereby agree that Gel-MN shall be merged with and into Gel-DE (hereinafter sometimes referred to as the “Surviving Corporation”).
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Agreement to Merger. Subject to the terms and conditions herein set forth, Athletes and Marquee agree to effect a merger (the "Merger") of a wholly-owned subsidiary of Marquee to be formed for the purpose of effecting the Merger (the "Subsidiary") with and into Athletes, with Athletes as the surviving corporation, in accordance with the Agreement and Plan of Merger attached hereto as Exhibit A (the "Merger Agreement").
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Agreement to Merger. The Parties hereby agree that UBS and Credit Suisse shall merge pursuant to art. 3 para. 1 lit. a and art. 4 para. 1 lit. a of the Swiss Federal Act on Mergers, Demergers, Conversion and Transfer of Assets and Liabilities (Bundesgesetz über Fusion, Spaltung, Umwandlung und Vermögensübertragung) (“Merger Act”) (merger by absorption between two companies limited by shares, Absorptionsfusion) and in accordance with the Special Decree as well as this Agreement (“Merger”). UBS shall be the absorbing company which shall continue to operate, and Credit Suisse shall be the absorbed company which shall cease to exist upon Completion (as defined in Section 2.2.3). By operation of law, Credit Suisse’s assets, liabilities and contracts shall be transferred to UBS in their entirety (Universalsukzession). Upon Completion (as defined in Section 2.2.3), UBS, as the surviving entity of the Merger, shall retain its name and registered address, and the composition of the board of directors as well as the group executive management of UBS shall remain unchanged.
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Related to Agreement to Merger

  • Agreement to Merge The parties to this Agreement agree to effect the Merger herein provided for, subject to the terms and conditions set forth herein.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Agreement to Sell 1.1 Seller hereby agrees to sell the Project to Purchaser, and Purchaser hereby agrees to purchase the Project from Seller, in accordance with the terms and subject to the conditions hereinafter set forth.

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