Constituents of the Merger Sample Clauses

Constituents of the Merger. The constituent entities of the Merger are Acquisition Corp. and Seller. The name, address, place of organization, governing law and kind of entity of Acquisition Corp. are as follows: Name: FCUV ACQUISITION CORP. Address: 000 Xxxxx Xxxxxx Xxxxxx, Suite 200 Carson City, Nevada 89701 USA Place of Organization: Nevada Governing Law: Nevada Kind of Entity: Corporation The name, address, place of organization, governing law and kind of entity of Seller are as follows: Name: PERFECULAR INC. Address: 000 Xxxxxx Xxxxxx City of Industry, CA 91748 Place of Organization: California Governing Law: California Kind of Entity: Corporation
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Constituents of the Merger. The constituent entities of the Merger are Acquisition Corp. and Seller. The name, address, place of organization, governing law and kind of entity of Acquisition Corp. are as follows: Name: HDIMAX ACQUISITION CORPORATION Address: 00 X. Xxxxx Xxxx, Xxxxx X Xxxxxxxxx, Nevada 89074 USA Place of Organization: Nevada Governing Law: Nevada Kind of Entity: Corporation The name, address, place of organization, governing law and kind of entity of Seller are as follows: Name: HDIMAX, INC. Address: Place of Organization: Delaware Governing Law: Delaware Kind of Entity: Corporation
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Constituents of the Merger. The constituent entities of the Merger are Acquisition Corp. and Seller. The name, address, place of organization, governing law and kind of entity of Acquisition Corp. are as follows: Name: UBRANDIT ACQUISITION CORP. Address: 0000 Xxxx Xxxx Xxxx., Xxxxx 000 Xxx Xxxxx, Xxxxxxxxxx 00000 Place of Organization: Nevada Governing Law: Nevada Kind of Entity: Corporation Relationship to Buyer: Acquisition Corp. is a wholly-owned subsidiary of Buyer The name, address, place of organization, governing law and kind of entity of Seller are as follows: Name: MINDTRONICS CORPORATION Address: 0000 X. Xxxxxxx Xxxx., Xxxxx 000 Xxxx Xxxx Xxxx, Xxxx 00000-0000 Place of Organization: Nevada Governing Law: Nevada Kind of Entity: Corporation
Sample 1
Constituents of the Merger. The constituent entities of the Merger are Acquisition Corp. and Seller. The name, address, place of organization, governing law and kind of entity of Acquisition Corp. are as follows: Name: FETOPOLIS ACQUISITION CORPORATION, INC. Address: 00 X. Xxxxx Xxxx, Xxxxx X Xxxxxxxxx, Nevada 89074 USA Place of Organization: Nevada Governing Law: Nevada Kind of Entity: Corporation The name, address, place of organization, governing law and kind of entity of Seller are as follows: Name: FETOPOLIS INC. Address: 0000 Xxxxxxxxx Xxxx, Suite 243 Woodbridge, ON L4L 9A8 Canada Place of Organization: Ontario, Canada Governing Law: Ontario, Canada Kind of Entity: Corporation
Sample 1
Constituents of the Merger. The constituent entities of the Merger are Acquisition Corp. and Seller. The name, address, place of organization, governing law and kind of entity of Acquisition Corp. are as follows: Name: EEI ACQUISITION CORPORATION Address: 0000 Xxxxxxx Xxxx Xxx Xxxxx, XX 00000 Place of Organization: Nevada Governing Law: Nevada Kind of Entity: Corporation The name, address, place of organization, governing law and kind of entity of Seller are as follows: Name: REGENECA INTERNATIONAL, INC. Address: 00 Xxxxxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Place of Organization: Nevada Governing Law: Nevada Kind of Entity: Corporation
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Related to Constituents of the Merger

  • Effects of the Merger The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

  • Effects of the Mergers The Mergers shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.

  • Terms of the Merger Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of August 24, 2014, between American and MainStreet (the “Agreement”), at the Effective Date (as defined herein), MainStreet shall be merged with and into American (the “Merger”) in accordance with the provisions of Virginia law, and with the effect set forth in Section 13.1-721 of the Virginia Stock Corporation Act (the “VSCA”). The separate corporate existence of MainStreet thereupon shall cease, and American shall be the surviving corporation in the Merger. The Merger shall become effective on such date and time as may be determined in accordance with Section 1.2 of the Agreement (the “Effective Date”).

  • Effect of the Merger on Capital Stock At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company:

  • Consolidation or Merger of the Company In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

  • 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").

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

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

  • Tax Treatment of the Merger The parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code.

  • CONSOLIDATION, MERGER, SALE OR CONVEYANCE SECTION 9.1 Issuer May Consolidate, etc.,

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