Forward Merger. 1 FTH ................................................................... 54 GAAP .................................................................. 22 Holders ............................................................... 7
Forward Merger. If the Forward Merger is consummated, the Certificate of Incorporation of Acquisition Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of Surviving Corporation after the Effective Time, until thereafter amended in accordance with its terms and as provided in the DGCL, except that Article 1 thereof shall be amended at the Effective Time in accordance with the provisions of Section 251 of the DGCL to read in its entirety as follows: “The name of the Corporation is The Titan Corporation (the “Corporation”).”
Forward Merger. In the event that the Forward Merger is required pursuant to the terms hereof, at the Forward Merger Effective Time, the certificate of formation of the LLC, as in effect immediately prior to the Forward Merger Effective Time, shall be the certificate of formation of the surviving Person in the Forward Merger until thereafter amended as provided therein or by applicable Law. The operating agreement of the LLC, as in effect immediately prior to the Forward Merger Effective Time, shall constitute the operating agreement of the surviving Person in the Forward Merger until thereafter amended as provided therein or by applicable Law.
Forward Merger. In the event that the Forward Merger is required pursuant to the terms hereof, each of the parties hereto shall take all necessary action to cause the Managing Member of the LLC immediately prior to the Forward Merger Effective Time to be the Managing Member of the surviving Person in the Forward Merger immediately following the Forward Merger Effective Time, until its successor is duly elected or appointed and qualified or its earlier death, resignation or removal in accordance with the certificate of formation and operating agreement of the surviving Person in the Forward Merger. The officers of the Company immediately prior to the Forward Merger Effective Time shall be the officers of the surviving Person in the Forward Merger until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of formation and operating agreement of the surviving Person in the Forward Merger.
Forward Merger. In the event of the Forward Merger, at the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such Certificate of Incorporation; provided, however, that at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the corporation is Overture Services, Inc." and the Certificate of Incorporation of the Surviving Corporation shall be amended as necessary to comply with the obligations of Parent set forth in Section 5.15(a). At the Effective Time, the Bylaws of the Surviving Corporation shall be the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such Bylaws, provided, however, the Bylaws of the Surviving Corporation shall be amended as necessary to comply with the obligations of Parent set forth in Section 5.15(a).
Forward Merger. Any references in the Merger Agreement to Merger Sub merging with and into Company are hereby modified such that Company will merge with and into Merger Sub, with Merger Sub being the surviving corporation. All references in the Merger Agreement to the Surviving Corporation shall be deemed to refer to Merger Sub.
Forward Merger. (a) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DLLCA, as soon as reasonably practicable after the Xtribe Merger Effective Time, the Interim Surviving Company shall merge with and into Merger Sub II pursuant to the Forward Merger. As a result of the Forward Merger, the separate existence of the Interim Surviving Company shall cease and Merger Sub II shall continue as the Surviving Company of the Forward Merger.
(b) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Parties shall cause a certificate of merger relating to the Forward Merger, in a form reasonably satisfactory to the Company and WinVest (the “Forward Merger Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Forward Merger shall become effective on the date and time at which the Forward Merger Certificate of Mxxxxx is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by the Company and WinVest by virtue of the Forward Merger, the amended and restated certificate of formation and limited liability company agreement of Merger Sub II set forth on Exhibit G-1 and Exhibit G-2, respectively, shall be adopted as the certificate of formation and limited liability company agreement of the Surviving Company, until thereafter amended in accordance with its terms as provided therein and by the DLLCA.
(c) At the Forward Merger Effective Time, the Persons serving as the officers of the Interim Surviving Company immediately prior to the Forward Merger Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the Governing Documents of the Surviving Company from and after the Forward Merger Effective Time until such officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal in accordance with the Governing Documents of the Surviving Company, or as otherwise provided by the DLLCA.
(d) At the Forward Merger Effective Time, by virtue of the Forward Merger and without any action on the part of any Party or any other Person, each unit of limited liability company interest of the Interim Surviving Company shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto.
(e) At the Forward Merger Effective Time, by virtue of ...
Forward Merger. If counsel to any Party determines that it is unable to deliver its tax opinion pursuant to Section 7.1(g), the Parties hereby agree to amend this Agreement as necessary to re-structure the Merger to be a forward triangular merger such that the Company shall be merged with and into Merger Sub, the separate corporate existence of the Company shall cease and Merger Sub shall continue as the Surviving Corporation. In the event such amendment is necessary pursuant to this Section 6.20, the Company shall be permitted to amend the Company's Disclosure Schedule to correct inaccuracies in such Disclosure Schedule caused solely by the change in structure contemplated by this Section 6.20."
7. Section 8.1 (b) shall be amended to replace the words "ninety (90) days" with "one hundred twenty (120) days".
8. Section 8.1(e) shall be deleted in its entirety.
Forward Merger. (a) At the Effective Time, each issued and outstanding share of the Reverse Merger Surviving Company shall be canceled and no consideration shall be delivered in exchange therefor, and the separate existence of the Reverse Merger Surviving Company shall thereupon cease.
(b) Each equity interest of Merger Sub II outstanding immediately prior to the Effective Time shall remain issued and outstanding and unaffected by the Forward Merger.
Forward Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Laws, Company shall be merged with and into the Merger Sub (the "Forward Merger"), the separate corporate existence of Company shall cease and the Merger Sub shall continue as the surviving corporation. Subject to Sections 2.1.2, the Merger Sub as the surviving corporation after the Merger is referred herein as the "Surviving Corporation."
