b THE MERGER Sample Clauses

b THE MERGER. Subject to the terms and conditions of this Agreement, Xxxxx shall be merged with and into Sub at the Effective Time. Following the Merger, the separate corporate existence of Xxxxx shall cease and Sub shall be the Surviving Entity and shall succeed to and assume all the rights and obligations of Xxxxx in accordance with the LBCL and the LLCL.
Sample 1
AutoNDA by SimpleDocs
b THE MERGER. Subject to the terms and conditions of this Agreement, Allen shall be merged with and into Sub at the Effective Time. Followixx xxe Merger, the separate corporate existence of Allen shall cease and Sub shall be the Surviving Entity and shall succxxx xo and assume all the rights and obligations of Allen in accordance with the LBCL and the LLCL.
Sample 1
b THE MERGER. Section 1.1(b) of the Business Combination Agreement is hereby amended and restated as set forth below: “On the Closing Date as promptly as practicable after the Effective Time, Parent and Merger Sub shall cause the following aggregate consideration to be paid or issued to the Members in accordance with the terms and conditions of this Agreement, the allocation of Merger Consideration (as defined herein) (the “Member Allocation”) and the flow of funds memorandum (the “Flow of Funds Memo”) attached hereto as Exhibit 1.1(b): (A) Twenty Seven Million Dollars ($27,000,000.00) in cash (as adjusted pursuant to this Agreement, the “Cash Consideration”), and (B) Four Million Fifty Thousand (4,050,000) newly issued Class B units of the Surviving Company with such terms and conditions as set forth in the Surviving Company LLC Agreement (the “New Crumbs Class B Exchangeable Units”) and Four Hundred and Five Thousand (405,000) shares of Series A voting preferred stock of Parent, par value $0.0001 per share, with such terms and conditions as set forth in the Certificate of Designation (as hereafter defined) (such series the “Parent Series A Voting Preferred Stock” and such shares together with such units of New Crumbs Class B Exchangeable Units, the “Equity Consideration” and, collectively with the Cash Consideration, the “Closing Merger Consideration”). The Equity Consideration, the Cash Consideration and the Closing Merger Consideration shall be subject to adjustment in accordance with Section 1.1(h). The receipt of the Equity Consideration is further subject to (i) the execution of Lock Up Agreements (as defined in Section 1.6) by the Members pursuant to Section 1.6 and (ii) certain registration rights set forth in Section 1.1(i). In addition to the Closing Merger Consideration, the Members shall be entitled to receive, to the extent it becomes due and payable in accordance with the terms hereof, the Contingency Consideration (as defined hereinafter) in accordance with Section 1.4 (the Contingency Consideration and the Closing Merger Consideration, as adjusted in accordance with the terms of this Agreement, being referred to herein as the “Merger Consideration”).”
Sample 1

Related to b 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”).

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

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

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • 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.

  • 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 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!