Formation of Merger Subsidiary Sample Clauses

Formation of Merger Subsidiary. As soon as practicable following the execution of this Agreement, but no later than one week following such date, Acquirer shall cause Merger Subsidiary to be formed in the State of Delaware and to take all corporate action necessary to approve
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Formation of Merger Subsidiary. As soon as practicable following the date of this Agreement, Parent shall cause Merger Subsidiary to be duly organized as a direct or indirect wholly owned Subsidiary of Parent and to become a party to this Agreement by executing and delivering a supplement hereto.
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Formation of Merger Subsidiary. 1.1.1. As promptly as practicable following the execution of this Agreement, Buyer shall cause BCI Acquisition Company, a Delaware corporation ("Merger Sub"), to be organized for the sole purpose of effectuating the Merger contemplated hereby. 1.1.2. The Certificate of Incorporation and Bylaws of Merger Sub shall be in such forms as shall be determined by Buyer. 1.1.3. The unauthorized capital stock of Merger Sub shall initially consist of 1,000 shares of common stock, $.0001 par value per share, which shall be issued to Buyer at a price of $1.00 per share. 1.1.4. As promptly as practicable following the execution of this Agreement and the organization of Merger Sub, Buyer shall (i) elect the directors of Merger Sub, (ii) cause the directors of Merger Sub to elect the officers of Merger Sub, and (iii) cause the directors of Merger Sub to ratify and approve this Agreement and to approve the form of the Merger Agreement (as defined below).
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Formation of Merger Subsidiary. Merger Subsidiary was formed exclusively for the purpose of effecting the Merger and the Transactions and has engaged in no business activities or incurred no liabilities other than as contemplated by this Agreement.
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Formation of Merger Subsidiary. 44 6.15 Internal Reorganization .................................... 45
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Related to Formation of Merger Subsidiary

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • 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.

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • 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.

  • 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.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • 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.

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

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