First Merger Sample Clauses

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:

First Merger. At the First Merger Effective Time, the effects of the First Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub I shall vest in the First Merger Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub I shall become the debts, liabilities and duties of the First Merger Surviving Corporation.

First Merger. The First Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses, and authority of the Company and Merger Sub shall vest in the First-Step Surviving Company, and all debts, liabilities, obligations, restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the First-Step Surviving Company.

First Merger. At and after the Effective Time, the First Merger shall have the effects as set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the First Step Surviving Corporation, and all debts, liabilities and duties of each of the Company and Merger Sub I shall attach to, and become the debts, liabilities and duties of, the First Step Surviving Corporation.

First Merger. 2.1 Subject to the terms of this Merger Agreement, Buytron shall merge with and into MergerSub, with MergerSub surviving (the “First Merger Surviving Corporation”), in accordance with Sections 92A.120 and 92A.190 of the Nevada Revised Statutes (“NRS”) (the “First Merger”). The First Merger shall become effective on the date and at the time (the “First Merger Effective Time”) at which the Articles of Merger, executed and acknowledged on behalf of Buytron and MergerSub, have been filed with the Nevada Secretary of State. 2.2 The Articles of Incorporation of MergerSub, as in effect on the First Merger Effective Time, shall be the Articles of Incorporation of the First Merger Surviving Corporation without change or amendment, until thereafter amended in accordance with the provisions thereof and applicable laws. The Bylaws of MergerSub, as in effect on the First Merger Effective Time, shall be the Bylaws of the First Merger Surviving Corporation without change or amendment until thereafter amended in accordance with the provisions thereof and applicable laws. 2.3 The directors of MergerSub immediately prior to the First Merger Effective Time shall be the directors of the First Merger Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and the Bylaws of the First Merger Surviving Corporation. The officers of MergerSub immediately prior to the First Merger Effective Time shall be the officers of the First Merger Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and the Bylaws of the First Merger Surviving Corporation. 2.4 From and after the First Merger Effective Time, the First Merger Surviving Corporation shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Buytron and MergerSub. 2.5 At the First Merger Effective Time: 2.5.1 The outstanding shares of common stock of Buytron shall be converted into an aggregate of 9,859,241 shares of the common stock of Celtron (the “Celtron Shares”) and 42,085,891 shares of the common stock of Orbtech (the “Orbtech Shares”). The Celtron Shares and the Orbtech Shares shall be distributed pro rata to the Buytron Shareholders based on the number of shares of Buytron held by each unless the Buytron Shareholders agree otherwise. The Buytron Shareholders agree that all of the Orbtech Shares shall be distributed to Xxxxxx and that the Celtron Shares shall be distributed as follows: 4,859,241 shares to ...

First Merger. On the terms and subject to the conditions set forth in this Agreement and applicable provisions of Delaware Law, on the Closing Date Parent shall effect the First Merger, whereupon the separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation and a wholly owned subsidiary of Parent. The Company, as the surviving corporation after the First Merger, is sometimes referred to herein as the “First Merger Surviving Corporation.” The Merger shall become effective at the latest time of the filing and acceptance by the Secretary of State of the State of Delaware of the First Merger Certificate of Merger or such other later time as may be agreed by Parent and the Company and specified in the First Merger Certificate of Merger (such time the “First Merger Effective Time”).

First Merger. At the First Merger Effective Time: (a) Aames Newco shall merge with and into Aames Financial, and Aames Financial shall be the surviving corporation in the First Merger; and (b) the separate existence of Aames Newco shall cease, and Aames Financial, as the surviving corporation, shall succeed, without other transfer, to all of the rights and property of Aames Newco, and shall be subject to all of the debts and liabilities of Aames Newco, as provided for in Section 259 of the DGCL. On and after the First Merger Effective Time, Aames Financial shall carry on its business with its historic assets, as well as with the assets of Aames Newco.

First Merger. At the First Effective Time, by virtue of the First Merger and without any action on the part of any Parent Entity, the Company, or the holders of any of the following securities: (i) Each share of Parent Common Stock issued and outstanding immediately prior to the First Effective Time (other than any shares of Parent Common Stock to be cancelled pursuant to Section 2.01(a)(iii)) shall be converted into one (1) share of validly issued, fully paid and nonassessable HoldCo Common Stock. All such shares of Parent Common Stock that were issued and outstanding immediately prior to the First Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and each certificate or certificates (each, a “Parent Stock Certificate”) which immediately prior to the First Effective Time represented any such shares of Parent Common Stock or book-entry shares (each, a “Parent Book-Entry Share”) which immediately prior to the First Effective Time represented shares of Parent Common Stock shall thereafter represent the shares of HoldCo Common Stock into which they converted. (ii) Each share of Merger Sub I Common Stock issued and outstanding immediately prior to the First Effective Time shall continue as one share of common stock of Parent Surviving Corporation, which, except as provided in Section 2.01(a)(iii), shall constitute the only outstanding shares of common stock of Parent Surviving Corporation. (iii) Each share of Parent Common Stock held in the treasury of Parent, if any, immediately prior to the First Effective Time shall be cancelled and extinguished without any conversion thereof.

First Merger. Upon the terms and subject to the conditions hereof, at the Effective Time (as defined below), Merger Sub shall merge with and into the Company (the “First Merger”), the separate existence of Merger Sub shall thereupon cease and the Company shall be the surviving entity in the First Merger (sometimes referred to herein as the “Merger I Surviving Entity”) as a wholly owned Subsidiary of Parent. The First Merger shall have the effects set forth in the Delaware General Corporation Law (the “DGCL”), including the Merger I Surviving Entity’s succession to and assumption of all rights and obligations of Merger Sub and the Company.

First Merger. On the Closing Date, Merger Sub I and the Company shall file a duly executed certificate of merger in form and substance reasonably acceptable to the Company and Parent (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL. The First Merger shall become effective upon the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware or at such other time as the Parties shall agree and as shall be specified in the First Certificate of Merger. The date and time when the First Merger shall become effective is herein referred to as the “Effective Time”.