Consummation of Merger. If the merger contemplated is completed, all expenses incurred in consummating the plan of merger shall, except as otherwise agreed in writing between the Constituent Corporations, be borne by Syconet.com Nevada. If the merxxx xx xxx completed, each of the Constituent Corporations shall be liable for, and shall pay, the expenses incurred by it. Notwithstanding shareholder authorization and at any time prior to the filing, the filing and recording of this agreement may be deferred from time to time by mutual consent of the respective boards of directors of each of the Constituent Corporations, and, to the extent provided in (a), (b), (c) and (d) below, the merger may be abandoned: 1. By the mutual consent of the respective Boards of Directors of each of the Constituent Corporations; 2. At the election of the Board of Directors of Syconet.com Nevada, if (a) demaxxx xx xxxxeholders for appraisal of their shares of Syconet.com Delaware Stock have xxxx xxxxxved from the holders of twenty-five percent (25%) or more of the outstanding shares, or (b) in the judgment of the Board any judgment is rendered relating to any legal proceeding not commenced and the existence of the judgment will or may materially affect the rights of either Constituent Corporation to sell, convey, transfer or assign any of its assets or materially interfere with the operation of its business, renders the merger impracticable, undesirable or not in the best interests of its shareholders; 3. By the Board of Directors of Syconet.com Nevada if there shaxx xxx xxxx been submitted to Syconet.com Nevada the opinion xx xxxxxxx for Syconet.com Delaware, in form axx xxxxxxxxe satisfactory to Syconet.com Nevada, to the effexx xxxx (0)
Appears in 1 contract
Consummation of Merger. If the merger contemplated is completed, all All expenses incurred in consummating the plan of merger shall, except as otherwise agreed in writing between the Constituent Corporationsconstituent corporations, be borne by Syconet.com Nevadathe constituent corporations. If the merxxx xx xxx merger is not completed, each of the Constituent Corporations constituent corporations shall be liable for, and shall pay, the expenses incurred by it. Notwithstanding shareholder authorization and at any time prior to the filing, the The filing and recording of this agreement Agreement may be deferred from time to time by mutual consent of the respective boards of directors of each of the Constituent Corporationsconstituent corporations, and, to the extent provided in (a1), (b2), (c3) and (d4) below, the merger may be abandoned:
(1. ) By the mutual consent of the respective Boards boards of Directors directors of each of the Constituent Corporationsconstituent corporations;
(2. ) At the election of the Board board of Directors directors of Syconet.com NevadaRAI, if (a) demaxxx xx xxxxeholders for appraisal of their shares of Syconet.com Delaware Stock have xxxx xxxxxved from the holders of twenty-five percent (25%) or more of the outstanding sharesif, or (b) in the judgment of the Board board any judgment is rendered relating to any legal proceeding not commenced and the existence of the judgment will or may materially affect the rights of either Constituent Corporation constituent corporation to sell, convey, transfer or assign any of its assets or materially interfere with the operation of its business, renders the merger impracticable, undesirable or not in the best interests of its shareholders;; or
(3. By ) At the Board election of Directors the board of Syconet.com Nevada if there shaxx xxx xxxx directors of either constituent corporation if-
(a) The warranties and representations of the other constituent corporation contained in this Agreement shall not be substantially accurate in all material respects on and as of the date of merger; or the covenants of the other constituent corporation shall not have been submitted to Syconet.com Nevada performed or satisfied in all material respects; or
(b) It shall not have received an opinion of counsel for the opinion xx xxxxxxx for Syconet.com Delaware, in form axx xxxxxxxxe satisfactory to Syconet.com Nevada, other constituent corporation to the effexx xxxx effect that: (0)i) any other constituent corporation is a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation; (ii) all outstanding shares of stock of the constituent corporation have been duly and validly authorized, are validly issued and outstanding, and are fully paid and nonassessable; and (iii) all corporate action (other than the filing and recording of this Agreement) required for the consummation of the merger contemplated hereby has been taken by the constituent corporation; or
(c) The taking of any steps necessary to effect the merger by either of the constituent corporations shall be permanently or temporarily enjoined by a court having jurisdiction; or
(d) It shall not have received an opinion of counsel selected by Palm and RAI to the effect that the shares of stock of the surviving corporation to be issued, as provided, upon conversion of shares of stock of RM&M will be legally and validly authorized and, when issued, will be validly issued, fully paid and nonassessable shares of stock of the surviving corporation.
(4) If the Merger Date shall not have occurred by 5:00 p.m. August 22, 1998 then, at the option of the board of directors of either constituent corporation the merger may be abandoned. In the event of the abandonment of the merger pursuant to the foregoing provisions, this Agreement shall become void and have no effect, without any liability on the part of either of the constituent corporations or its shareholders or directors or officers in respect of this merger except the obligation of each constituent corporation to pay its own expenses as provided in this Article X.
Appears in 1 contract
Consummation of Merger. If the merger contemplated is completed, all expenses incurred in consummating the plan of merger shall, except as otherwise agreed in writing between the Constituent Corporations, be borne by Syconet.com WSN Group Nevada. If the merxxx xx xxx merger is not completed, each of the Constituent Corporations shall be liable for, and shall pay, the expenses incurred by it. Notwithstanding shareholder authorization and at any time prior to the filing, the filing and recording of this agreement may be deferred from time to time by mutual consent of the respective boards of directors of each of the Constituent Corporations, and, to the extent provided in (a), (b), (c) and (d) below, the merger may be abandoned:
1. By the mutual consent of the respective Boards of Directors of each of the Constituent Corporations;
2. At the election of the Board of Directors of Syconet.com WSN Group Nevada, if (a) demaxxx xx xxxxeholders demands by shareholders for appraisal of their shares of Syconet.com WSN Group Delaware Stock have xxxx xxxxxved been received from the holders of twenty-five percent (25%) or more of the outstanding shares, or (b) in the judgment of the Board any judgment is rendered relating to any legal proceeding not commenced and the existence of the judgment will or may materially affect the rights of either Constituent Corporation to sell, convey, transfer or assign any of its assets or materially interfere with the operation of its business, renders the merger impracticable, undesirable or not in the best interests of its shareholders;
3. By the Board of Directors of Syconet.com WSN Group Nevada if there shaxx xxx xxxx shall not have been submitted to Syconet.com WSN Group Nevada the opinion xx xxxxxxx of counsel for Syconet.com WSN Group Delaware, in form axx xxxxxxxxe and substance satisfactory to Syconet.com WSN Group Nevada, to the effexx effect that (1) WSN Group Delaware is a validly organized and duly existing corporation, (2) this Agreement has been duly authorized by, and is binding upon, WSN Group Delaware in accordanxx xxxx xts terms, and (03) all the properties, estate, rights, privileges, powers and franchises of WSN Group Delaware and all debts due to WSN Group Delaware shall be transferred to and vested in WSN Group Nevada, as the Surviving Corporation, without further act or deed, subject only to any legal requirements for recording or filing any instruments of conveyance, assignment or transfer, the giving of notice of any such conveyance, assignment or transfer, consents of third parties and governmental authorities to assignment of any contract or lease, and other specified exceptions acceptable to WSN Group Nevada;
4. At the election of the Board of Directors of WSN Group Delaware if there shall not have been submitted to WSN Group Delaware the opinion of counsel for WSN Group Nevada, in form and substance satisfactory to WSN Group Delaware, to the effect that (1) WSN Group Nevada is a validly organized and duly existing corporation, (2) this Agreement has been duly authorized by, and is binding upon, WSN Group Nevada in accordance xxxx xxx terms, (3) when Articles of Merger shall have been filed as provided in this Agreement, the merger will become effective and all liabilities and obligations of WSN Group Delaware will become the liabilities and obligations of WSN Group Nevada, as the surviving corporation, fully and without any further action by either Constituent Corporation, (4) the WSN Group Delaware Stock will be converted into WSN Group Nevada Stock, (5) the WSN Group Nevada Stock into which the WSN Group Delaware Stock will be converted as provided herein will be legally and validly authorized, exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, ("Act"), provided by Section 3(a)(10) thereof, exempt from the registration requirements of Nevada Revised Statutes 90.460, as amended, provided by Nevada Revised Statutes 90.530(11), and may be issued without a restrictive legend pursuant to Rule 145(a)(2) under the Act if the shares of WSN Group Delaware are otherwise unrestricted, and (6) when issued will be validly issued, fully paid and nonassessable stock of the surviving corporation;
Appears in 1 contract
Samples: Merger Agreement (WSN Group Inc)
Consummation of Merger. If the merger contemplated is completed, all expenses incurred in consummating the plan of merger shall, except as otherwise agreed in writing between the Constituent Corporations, be borne by Syconet.com Sxxxxxx.xxx Nevada. If the merxxx xx xxx merger is not completed, each of the Constituent Corporations shall be liable for, and shall pay, the expenses incurred by it. Notwithstanding shareholder authorization and at any time prior to the filing, the filing and recording of this agreement may be deferred from time to time by mutual consent of the respective boards of directors of each of the Constituent Corporations, and, to the extent provided in (a), (b), (c) and (d) below, the merger may be abandoned:
1. By the mutual consent of the respective Boards of Directors of each of the Constituent Corporations;
2. At the election of the Board of Directors of Syconet.com Sxxxxxx.xxx Nevada, if (a) demaxxx xx xxxxeholders demands by shareholders for appraisal of their shares of Syconet.com Sxxxxxx.xxx Delaware Stock have xxxx xxxxxved been received from the holders of twenty-five percent (25%) or more of the outstanding shares, or (b) in the judgment of the Board any judgment is rendered relating to any legal proceeding not commenced and the existence of the judgment will or may materially affect the rights of either Constituent Corporation to sell, convey, transfer or assign any of its assets or materially interfere with the operation of its business, renders the merger impracticable, undesirable or not in the best interests of its shareholders;
3. By the Board of Directors of Syconet.com Sxxxxxx.xxx Nevada if there shaxx xxx xxxx shall not have been submitted to Syconet.com Sxxxxxx.xxx Nevada the opinion xx xxxxxxx of counsel for Syconet.com Sxxxxxx.xxx Delaware, in form axx xxxxxxxxe and substance satisfactory to Syconet.com Sxxxxxx.xxx Nevada, to the effexx xxxx effect that (01)
Appears in 1 contract
Consummation of Merger. If the merger contemplated is completed, all expenses incurred in consummating the plan of merger shall, except as otherwise agreed in writing between the Constituent Corporations, be borne by Syconet.com W-J International Nevada. If the merxxx xx xxx mxxxer is not completed, each of the Constituent Corporations shall be liable for, and shall pay, the expenses incurred by it. Notwithstanding shareholder authorization and at any time prior to the filing, the filing and recording of this agreement may be deferred from time to time by mutual consent of the respective boards of directors of each of the Constituent Corporations, and, to the extent provided in (a), (b), (c) and (d) below, the merger may be abandoned:
1. By the mutual consent of the respective Boards of Directors of each of the Constituent Corporations;
2. At the election of the Board of Directors of Syconet.com W-J International Nevada, if (a) demaxxx xx xxxxeholders dexxxds by shareholders for appraisal of their shares of Syconet.com W-J International Delaware Stock have xxxx xxxxxved haxx been received from the holders of twenty-five percent (25%) or more of the outstanding shares, or (b) in the judgment of the Board any judgment is rendered relating to any legal proceeding not commenced and the existence of the judgment will or may materially affect the rights of either Constituent Corporation to sell, convey, transfer or assign any of its assets or materially interfere with the operation of its business, renders the merger impracticable, undesirable or not in the best interests of its shareholders;
3. By the Board of Directors of Syconet.com W-J International Nevada if there shaxx xxx xxxx sxxxl not have been submitted to Syconet.com W-J International Nevada the opinion xx xxxxxxx opiniox xf counsel for Syconet.com W-J International Delaware, in form axx xxxxxxxxe xxd substance satisfactory to Syconet.com W-J International Nevada, to the effexx xxxx efxxxt that (01) W-J International Delaware is a valxxxy organized and duly existing corporation, (2) this Agreement has been duly authorized by, and is binding upon, W-J International Delaware in accorxxxce with its terms, and (3) all the properties, estate, rights, privileges, powers and franchises of W-J International Delaware and all xxxts due to W-J International Delaware shall be xxansferred to and vested in W-J International Nevada, as the Suxxxving Corporation, without further act or deed, subject only to any legal requirements for recording or filing any instruments of conveyance, assignment or transfer, the giving of notice of any such conveyance, assignment or transfer, consents of third parties and governmental authorities to assignment of any contract or lease, and other specified exceptions acceptable to W-J International Nevada;
4. At txx election of the Board of Directors of W-J International Delaware if there xxall not have been submitted to W-J International Delaware the opinxxx of counsel for W-J International Nevada, in form axx substance satisfactory to W-J International Delaware, to the xxxect that (1) W-J International Nevada is a validxx organized and duly existing corporation, (2) this Agreement has been duly authorized by, and is binding upon, W-J International Nevada in accordaxxx with its terms, (3) when Articles of Merger shall have been filed as provided in this Agreement, the merger will become effective and all liabilities and obligations of W-J International Delaware will becxxx the liabilities and obligations of W-J International Nevada, as the suxxxving corporation, fully and without any further action by either Constituent Corporation, (4) the W-J International Delaware Stock wixx be converted into W-J International Nevada Stock, (5) xxe W-J International Nevada Stock into xxich the W-J International Delaware Stock wixx be converted as provided herein will be legally and validly authorized, exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, ("Act'), provided by Section 3(a)(10) thereof, exempt from the registration requirements of Nevada Revised Statutes 90.460, as amended, provided by Nevada Revised Statutes 90.530(11), and may be issued without a restrictive legend pursuant to Rule 145(a)(2) under the Act if the shares of W-J International Delaware are othexxxse unrestricted, and (6) when issued will be validly issued, fully paid and nonassessable stock of the surviving corporation;
5. At the election of the Board of Directors of either Constituent Corporation if:
a. The warranties and representations of the other Constituent Corporation contained in this Agreement shall not be substantially accurate in all material respects on and as of the date of election; or the covenants contained of the other Constituent Corporation shall not have been performed or satisfied in all material respects;
b. This agreement shall not have been approved by the requisite votes of shareholders of the Constituent Corporations on or before December 1, 2001;
c. Prior to the merger (1) there shall have been filed in any court or agency having jurisdiction a complaint or other proceeding seeking to restrain or enjoin the merger contemplated hereby, or (2) there shall have been presented to W-J International Delaware or W-J Ixxxrnational Nevada or any dirxxxor or officer of either of them any process, demand or request which, in the opinion of counsel for either Constituent Corporation, offers reasonable ground to believe that a complaint or bill in equity may be forthcoming wxxxx, if successful, would restrain, enjoin or dissolve the merger, and if, in either case, such Board of Directors determines that abandonment and cancellation of this Agreement is advisable in the best interests of the Constituent Corporations, their shareholders, employees and customers;
d. If the Merger Date shall not have occurred by December 31, 2002, then, at the option of the Board of Directors of either Constituent Corporation, it may be deferred to a date on or after June 30, 2003. If the Merger Date shall not have occurred by June 30, 2003, then, at the option of the Board of Directors of either Constituent Corporation the merger may be abandoned. In the event of the abandonment of the merger pursuant to the foregoing provisions, this Agreement shall become void and have no effect, without any liability on the part of either of the Constituent Corporations or its shareholders or directors or officers in respect of this merger except the obligation of each Constituent Corporation to pay its own expenses as provided in this Article XI.
Appears in 1 contract
Consummation of Merger. If the merger contemplated is completed, all expenses incurred in consummating the plan of merger shall, except as otherwise agreed in writing between the Constituent Corporations, be borne by Syconet.com NevadaSurviving Corporation. If the merxxx xx xxx merger is not completed, each of the Constituent Corporations shall be liable for, and shall pay, the expenses incurred by it. Notwithstanding shareholder authorization and at any time prior to the filing, the filing and recording of this This agreement may be deferred from time to time by mutual consent of the respective boards of directors of each of the Constituent Corporations, and, to the extent provided in (a5(a), (b), (c) and (d) below, the merger may be abandoned:
1. By the mutual consent of the respective Boards of Directors of each of the Constituent Corporations;
2. By the Board of Directors of Surviving Corporation if there shall not have been submitted to Surviving Corporation the opinion of counsel for 5G Wireless Solutions, in form and substance satisfactory to Surviving Corporation, to the effect that (1) 5G Wireless Solutions is a validly organized and duly existing corporation, (2) this Agreement has been duly authorized by, and is binding upon, 5G Wireless Solutions in accordance with its terms, and (3) all the properties, estate, rights, privileges, powers and franchises of 5G Wireless Solutions and all debts due to 5G Wireless Solutions shall be transferred to and vested in Surviving Corporation, as the Surviving Corporation, without further act or deed, subject only to any legal requirements for recording or filing any instruments of conveyance, assignment or transfer, the giving of notice of any such conveyance, assignment or transfer, consents of third parties and governmental authorities to assignment of any contract or lease, and other specified exceptions acceptable to Surviving Corporation;
3. At the election of the Board of Directors of Syconet.com Nevada, if (a) demaxxx xx xxxxeholders for appraisal of their shares of Syconet.com Delaware Stock have xxxx xxxxxved from the holders of twenty-five percent (25%) or more of the outstanding shares, or (b) in the judgment of the Board any judgment is rendered relating to any legal proceeding not commenced and the existence of the judgment will or may materially affect the rights of either Constituent Corporation to sell, convey, transfer or assign any of its assets or materially interfere with the operation of its business, renders the merger impracticable, undesirable or not in the best interests of its shareholders;
3. By the Board of Directors of Syconet.com Nevada 5G Wireless Solutions if there shaxx xxx xxxx shall not have been submitted to Syconet.com Nevada 5G Wireless Solutions the opinion xx xxxxxxx of counsel for Syconet.com DelawareSurviving Corporation, in form axx xxxxxxxxe and substance satisfactory to Syconet.com Nevada5G Wireless Solutions, to the effexx xxxx effect that (01) Surviving Corporation is a validly organized and duly existing corporation, (2) this Agreement has been duly authorized by, and is binding upon, Surviving Corporation in accordance with its terms, (3) when Articles of Merger shall have been filed as provided in this Agreement, the merger will become effective and all liabilities and obligations of 5G Wireless Solutions will become the liabilities and obligations of Surviving Corporation, as the surviving corporation, fully and without any further action by either Constituent Corporation, (4) the 5G Wireless Solutions Stock will be converted into Surviving Corporation Stock, (5) the Surviving Corporation Stock into which the 5G Wireless Solutions Stock will be converted as provided herein will be legally and validly authorized, exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, ("Act'), provided by Rule 145 thereof, exempt from the registration requirements of Nevada Revised Statutes 90.460, as amended, provided by Nevada Revised Statutes 90.530(17), and may be issued without a restrictive legend under the Act if the shares of 5G Wireless Solutions are otherwise unrestricted, and (6) when issued will be validly issued, fully paid and nonassessable stock of the surviving corporation;
Appears in 1 contract
Consummation of Merger. If the merger contemplated is completed, all expenses incurred in consummating the plan of merger shall, except as otherwise agreed in writing between the Constituent Corporations, be borne by Syconet.com Nevada. If the merxxx xx xxx merger is not completed, each of the Constituent Coxxxxxxxxx Corporations shall be liable for, and shall pay, the expenses incurred by it. Notwithstanding shareholder authorization and at any time prior to the filing, the filing and recording of this agreement may be deferred from time to time by mutual consent of the respective boards of directors of each of the Constituent Corporations, and, to the extent provided in (a), (b), (c) and (d) below, the merger may be abandoned:
1. By the mutual consent of the respective Boards of Directors of each of the Constituent Corporations;
2. At the election of the Board of Directors of Syconet.com Nevada, if (a) demaxxx xx xxxxeholders demands by shareholders for appraisal of their shares xx xxxxx xxares of Syconet.com Delaware Stock have xxxx xxxxxved been received from the holders of twentytxxxxx-five xxxx percent (25%) or more of the outstanding shares, or (b) in the judgment of the Board any judgment is rendered relating to any legal proceeding not commenced and the existence of the judgment will or may materially affect the rights of either Constituent Corporation to sell, convey, transfer or assign any of its assets or materially interfere with the operation of its business, renders the merger impracticable, undesirable or not in the best interests of its shareholders;
3. By the Board of Directors of Syconet.com Nevada if there shaxx xxx xxxx shall not have been submitted to Syconet.com Nevada Syconet.xxx Xxxxxx the opinion xx xxxxxxx of counsel for Syconet.com Delaware, in form axx xxxxxxxxe ix xxxx xxx substance satisfactory to Syconet.com NevadaSyconet.cxx Xxxxxx, to the effexx xxxx effect that (01)
Appears in 1 contract
