BENEFITS OF MERGER Sample Clauses

BENEFITS OF MERGER. 6.1 The benefits accruing from the merger of BPL with MPL would include:
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BENEFITS OF MERGER. Both the Target and the Survivor agree to the following reasons and justifications for pursuing a Merger (the "Benefits" :) The Target has its common shares publicly traded on OTC Markets PINK, whilst the Survivor is a fully-reporting company with audited financials whose common stock also recently became listed on OTC Markets PINK. Both companies are specialized in the field of pharmaceuticals and at this point of time on the basis of a Cooperation Agreement are developing a joint business while splitting the funding and the net profit in equal 50% parts. To put in concrete terms, both of these companies will profit from the production and distribution of ITV-1, ITV-2, ITV-3, ITV-4, ITV-5 and TNG, which are drugs in injection form dedicated for the treatment of AIDS, chronic hepatitis S and C, rheumatoid arthritis, and other viral and infectious diseases, in which a strong cell immunity is of utmost importance. Both companies will also share the profits from 8 dietary supplements - Physiolong, Carotilen, Fructin, Dry Xxxx, Biodetoxin, Silymaron, Hypocholestin, and Anthocylen C. Exactly because of the joint structure of the business of both companies, a market extension merger between them would have a positive effect, which makes it the recommended and necessary choice of action. This is supported by the following additional circumstances: • Both companies have the same majority control shareholder, Xxxxxxx Xxxxxxxx Savov who is providing both with the necessary financing to cover their administrative and • development cost during the early stages of the companies; • The board of directors and the officers of both companies is comprised by the same individuals - specialists; • The merger will ease potential investors, as the Surviving Entity will own the entire business and there will be no confusion in which company to invest in; • The Merger will ease the marketing strategy of the Target and the Survivor and will help the dissemination to all useful information to investors and the public; • The Merger will ease the preparation of financial statements, the auditing, as well as any other mandatory disclosures to the regulatory bodies and the public; • The Merger will make it easier for investing in both the main properties - factory, laboratories for scientific research, etc. - as well as in the acquirement of new patents for medicines and dietary supplements, and their development and release on the market. • The Merger will decrease the operational cos...

Related to BENEFITS OF MERGER

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Terms of Merger 2 2.1 Charter...........................................................................................2 2.2 Bylaws............................................................................................2 2.3

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Effective Date of Merger Upon satisfaction or waiver (in accordance with the provisions of this Agreement) of each of the conditions set forth herein, the parties hereto shall execute and cause to be filed Articles of Combination, and/or such certificates or further documents as shall be required by the OTS, the Office of the Secretary of the OTS, and with such other federal or state regulatory agencies as may be required. Upon approval by the OTS, and endorsement of such certificates, the Merger and other transactions contemplated by this Agreement shall become effective. The Effective Date for all purposes hereunder shall be the date of such endorsement.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Conditions of Merger Section 7.1. Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment of all of the following conditions precedent at or prior to the Effective Time:

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

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