Merger and Plan of Reorganization Sample Clauses

Merger and Plan of Reorganization. At the Effective Time (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement, the DGCL and the NJBCA, Fullcomm shall be merged with and into Acquisition, the separate corporate existence of Fullcomm shall cease, and Acquisition shall continue as the surviving corporation. Acquisition after the Effective Time is sometimes referred to herein as the "Surviving Corporation." Contessa shall change its name to "Fullcomm Technologies, Inc." or a any other name to be approved by the shareholders of Contessa, Acquisition shall change its name to "Fullcomm, Inc." and the renamed Acquisition shall remain a wholly-owned subsidiary of Contessa. As consideration for their agreement to surrender their ownership interests in Fullcomm and to approve the Merger, the Fullcomm Shareholders shall receive not less than Four Million, Six Hundred and One Thousand, One Hundred (4,601,100) shares (the "Merger Shares") of authorized but previously unissued Contessa common stock, par value $0.0001 per share. Fullcomm shareholders will be entitled to receive Merger Shares on a one for one basis in accordance with Schedule 1.2. As consideration for the Merger, the shareholders of Contessa shall receive a stock dividend of Six Hundred and Ninety Five Thousand, Nine Hundred and Ninety Four (695,994) shares after which the former holders of the Two Million, Three Hundred and Four Thousand, Six (2,304,006) shares of Contessa common stock issued and outstanding after the GBDR Disposition shall hold Three Million (3,000,000) shares of Contessa common stock as set forth on Schedule 2.2(a). The parties hereto further agree that as promptly as practicable after the Closing, the necessary steps shall be taken in order to effect the relocation of Acquisition's principal place of business to Fullcomm's facility in Princeton, New Jersey; and the management and operations of Acquisition will be reorganized to become engaged in the current business endeavors of Fullcomm.
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Merger and Plan of Reorganization. The parties agree that upon the Effective Date, as defined below, MarketCentral shall merge into Acquisition (the "Merger"). Following the Merger, Acquisition shall continue as the surviving corporation and the separate corporate existence of MarketCentral shall cease. All American shall change its name to "XxxxxxXxxxxxx.xxx Corp." and Acquisition shall remain a wholly-owned subsidiary of the renamed All American. As consideration for their agreement to surrender their shares of MarketCentral common stock and to approve the Merger, the shareholders of MarketCentral shall receive an aggregate of Two Million Twenty Five Thousand (2,025,000) shares of authorized but previously unissued All American common stock, par value $0.0001 per share, on a pro rata basis. The parties hereto hereby further agree that as promptly as practicable after the Closing, the necessary steps shall be taken in order to reflect the relocation of Acquisition s principal place of business to MarketCentral facility in New York, New York; and the management and operations of Acquisition will be reorganized to become engaged in the current business endeavors of MarketCentral.
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Merger and Plan of Reorganization. At the Effective Time (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement and the FBCA, GOLF shall be merged with and into GG, the separate corporate existence of GOLF shall cease, and GG shall be the surviving entity. GG after the Effective Time is sometimes referred to herein as the “Surviving Corporation.” As consideration for its agreement to surrender their GOLF Shares and to approve the Merger, the shareholders of GOLF shall receive an aggregate of Two Hundred Thirty Seven Million Three Hundred Thousand (237,300,000) shares of authorized but previously unissued GG Common Stock (the “Merger Shares”).
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Merger and Plan of Reorganization. At the Effective Time (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement, the FBCA and the FLLCA , PAL shall be merged with and into HQS, the separate corporate existence of PAL shall cease, and HQS shall continue as the surviving corporation and shall remain a wholly-owned subsidiary of SKM. HQS after the Effective Time is sometimes referred to herein as the "Surviving Corporation". As consideration for their agreement to surrender their Membership Interests and to approve the Merger, the Members shall receive an aggregate of Two Million One Hundred and Forty Two Thousand Eight Hundred and Fifty Seven (2,142,857) shares of shares of authorized but previously unissued SKM Common Stock (the "Merger Shares"), on a pro rata basis determined by multiplying the Membership Interests held by each Member by 0.74606 (the "Conversion Ratio").
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Merger and Plan of Reorganization. 3 2.1 Performance of Agreement of Merger...............................3 2.2
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Merger and Plan of Reorganization. At the Effective Time --------------------------------- (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement and the NJBCA, Stronghold shall be merged with and into Acquisition, the separate corporate existence of Stronghold shall cease, and Acquisition shall continue as the surviving corporation. Acquisition after the Effective Time is sometimes referred to herein as the "Surviving Corporation". Acquisition shall change its name to Stronghold Technologies, Inc. and the renamed Acquisition shall remain a wholly-owned subsidiary of TDT. As consideration for their agreement to surrender their shares of common stock of Stronghold (the "Shares") and to approve the Merger, the stockholders of Stronghold shall receive an aggregate of Seven Million (7,000,000) shares of authorized but previously unissued TDT common stock, par value $0.0001 per share (the "Merger Shares"), on a pro rata -------- basis determined by multiplying the number of Shares held by each Stronghold stockholder by 2.1875 (the "Conversion Ratio").
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Merger and Plan of Reorganization. (a) Performance of Agreement of Merger. Upon the terms and subject to the conditions hereof, Target shall be merged with and into Acquiror in accordance with applicable law (hereinafter, such transaction being referred to as the "Merger"). Acquiror shall be the Surviving Company and shall continue its existence under the laws of the State of Delaware, and the separate existence of Target shall cease. The Merger shall be effective on the Effective Date. Prior to the Effective Date, the parties hereto shall take all actions necessary in accordance with applicable law and their respective certificates of formation and operating agreements to cause the Merger to be consummated on the Effective Date.
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Merger and Plan of Reorganization 
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Related to Merger and Plan of Reorganization

  • Plan of Reorganization This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Reorganization, Consolidation, Merger, etc In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Merger or Reorganization If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

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