I - THE MERGER Sample Clauses

I - THE MERGER. 2 Section 1.1 The Merger................................................ 2 Section 1.2 Closing................................................... 2 Section 1.3 Effective Time............................................ 2 Section 1.4 Effects of the Merger..................................... 2 Section 1.5 Certificate of Incorporation; Bylaws...................... 2 Section 1.6
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I - THE MERGER. 2 1.1 Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.2 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.3 Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE II - EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . 3 2.1
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I - THE MERGER. 1 SECTION 1.1
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I - THE MERGER. SECTION 1.1. The Merger......................................................1 SECTION 1.2. Effective Time..................................................2 SECTION 1.3. Closing.........................................................2 SECTION 1.4. Effects of the Merger...........................................2 SECTION 1.5. Certificate of Incorporation and By-laws........................2 SECTION 1.6. Directors and Officers of Surviving Corporation.................2 SECTION 1.7. Conversion of Capital Stock.....................................2 (a) Acquisition Common Stock............................................2 (b) Cancellation of Treasury Stock and Company-Owned Stock..............2 (c) Exchange of Shares; Payment of Cash Consideration...................3 (d) Effect on Company Stock.............................................3 (e) Escrow Amount.......................................................3 SECTION 1.8. Tax Treatment...................................................3
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I - THE MERGER. SECTION 1.01. The Merger
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I - THE MERGER. 1 Section 1.1 The Merger........................................................................................ 1 Section 1.2 Closing; Effective Time........................................................................... 2 Section 1.3 Effects of Merger................................................................................. 2 Section 1.4 Tax Consequence................................................................................... 2 ARTICLE II DIRECTORS, OFFICERS AND CHARTER DOCUMENTS ..................................................................... 2 Section 2.1 Directors......................................................................................... 2 Section 2.2 Officers.......................................................................................... 2 Section 2.3 Articles of Incorporation and Bylaws of Surviving Corporation..................................... 3
Sample 1
I - THE MERGER. The following clause (i) is hereby added to Section 1.1 of the Business Combination Agreement as set forth below: “(i) Parent shall use commercially reasonable efforts to file with the SEC, within fifteen (15) Business Days after Closing, a registration statement for the resale of an aggregate of One Hundred Fifty Thousand (150,000) shares of Common Stock (the “Substituted Stock”) issuable pursuant to the exchange by EHL Holdings LLC of New Crumbs Class B Exchangeable Units (the “Substituted Units” and the accompanying Parent Series A Voting Preferred Stock automatically redeemed in conjunction with any such exchange, the “Substituted Preferred Stock”) pursuant to the Exchange and Support Agreement for the benefit of EHL Holdings LLC under the terms of the Registration Rights Agreement. The Substituted Stock, the Substituted Units and the Substituted Preferred Stock shall not be subject to any lock-up restrictions set forth in Section 1.6.”
Sample 1
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Related to I - THE MERGER

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • 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").

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • 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:

  • The Mergers Upon the terms and subject to the conditions set forth in this Agreement:

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

  • 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.

  • Merger Transaction Section 2.1

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