Incorporation of Agreement of Merger Sample Clauses

Incorporation of Agreement of Merger. The Agreement of Merger attached hereto as Exhibit 2.1 is incorporated herein by reference. Buyer, Subsidiary, CoreWest and the Shareholders agree to take such action to execute and deliver such further instruments as may be necessary to carry out the terms of said Agreement of Merger. As a result of the Merger, Subsidiary shall merge into CoreWest, whereby the separate corporate existence of Subsidiary shall cease, the Shareholders shall receive the Exchange Shares as provided herein and the Shareholders' old shares of CoreWest shall be canceled and Buyer shall own all the outstanding shares of CoreWest, as the surviving corporation.
Sample 1
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Incorporation of Agreement of Merger. The agreement of merger attached hereto as Exhibit "A" is incorporated herein by reference, Xtranet and P.C. Development agree to take such action to execute and deliver such further instruments as may be necessary to carry out the terms of said agreement of merger.
Sample 1
Incorporation of Agreement of Merger. The agreement of merger attached as Exhibit A is incorporated by reference (the "Merger Agreement"). Palm, RAI, RM&M and the Shareholders agree to take action to execute and deliver further instruments as may be necessary to carry out the terms of the agreement of merger. The merger shall become effective as of August 1, 1998.
Sample 1
Incorporation of Agreement of Merger. The agreement of merger attached hereto as Exhibit "A" is incorporated herein by reference. Mid-Way, Mid-Way Acquisitions, and Xxxx agree to take such action to execute and deliver such further instruments as may be necessary to carry out the terms of said agreement of merger.
Sample 1

Related to Incorporation of Agreement of Merger

  • Termination of Merger Agreement 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.

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Authorization of Merger All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

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