MERGER OF MERGER SUB Sample Clauses

MERGER OF MERGER SUB. INTO THE COMPANY 1 1.2.........................................................................................EFFECT OF THE MERGER 2 1.3......................................................................................CLOSING; EFFECTIVE TIME 2
Sample 1
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MERGER OF MERGER SUB. INTO THE COMPANY 1 1.2 EFFECT OF THE MERGER 1 1.3 CLOSING; EFFECTIVE TIME 1 1.4 CERTIFICATE OF INCORPORATION AND BYLAWS; DIRECTORS AND OFFICERS 2 1.5 CONVERSION OF EQUITABLE INTERESTS 2 1.6 CLOSING OF THE COMPANY’S TRANSFER BOOKS 3 1.7 EXCHANGE OF CERTIFICATES 3 1.8 TAX CONSEQUENCES 5 1.9 FURTHER ACTION 5 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 2.1 ORGANIZATION AND GOOD STANDING 5 2.2 AUTHORITY; NO CONFLICT 6 2.3 CAPITALIZATION 7 2.4 NON-CONTRAVENTION 7 2.5 BROKERS’ FEES 8 2.6 TITLE TO ASSETS 8 2.7 SUBSIDIARIES 8 2.8 FINANCIAL STATEMENTS 9 2.9 EVENTS SUBSEQUENT TO MOST RECENT FISCAL YEAR END 9 2.10 UNDISCLOSED LIABILITIES 11 2.11 LEGAL COMPLIANCE 11 2.12 TAX MATTERS 11 2.13 REAL PROPERTY 12 2.14 INTELLECTUAL PROPERTY 13 2.15 TANGIBLE ASSETS 13 2.16 INVENTORY 13 2.17 CONTRACTS 13 2.18 NOTES AND ACCOUNTS RECEIVABLE 14 2.19 POWERS OF ATTORNEY 15 2.20 INSURANCE 15 2.21 LITIGATION 15 2.22 EMPLOYEES 15 2.23 EMPLOYEE BENEFITS 16 2.24 GUARANTIES 16 2.25 ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS 16 2.26 CERTAIN BUSINESS RELATIONSHIPS WITH THE COMPANY AND ITS SUBSIDIARIES 17 2.27 DISCLOSURE 17 2.28 CUSTOMERS AND SUPPLIERS 17 2.29 DATA PRIVACY 17 2.30 BROKER-DEALER STATUS 17 2.31 COMPANY’S ACCOUNTING SYSTEM 17 2.32 NO UNLAWFUL CONTRIBUTIONS OR OTHER PAYMENTS 18 2.33 FOREIGN CORRUPT PRACTICES ACT 18 2.34 MONEY LAUNDERING LAWS 18 2.35 OFAC 18 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 19 3.1 ORGANIZATION AND GOOD STANDING 19 3.2 AUTHORITY; NO CONFLICT 19 3.3 CAPITALIZATION 21 3.4 NON-CONTRAVENTION 21 3.5 BROKERS’ FEES 22 3.6 TITLE TO ASSETS 22 3.7 SUBSIDIARIES 22 3.8 FINANCIAL STATEMENTS 22 3.9 EVENTS SUBSEQUENT TO MOST RECENT FISCAL YEAR END 23 3.10 UNDISCLOSED LIABILITIES 24 3.11 LEGAL COMPLIANCE 25 3.12 TAX MATTERS 25 3.13 REAL PROPERTY 26 3.14 INTELLECTUAL PROPERTY 27 3.15 TANGIBLE ASSETS 27 3.16 INVENTORY 27 3.17 CONTRACTS 27 3.18 NOTES AND ACCOUNTS RECEIVABLE 28 3.19 POWERS OF ATTORNEY 28 3.20 INSURANCE 29 3.21 LITIGATION 29 3.22 EMPLOYEES 29 3.23 EMPLOYEE BENEFITS 29 3.24 GUARANTIES 29 3.25 ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS 29 3.26 CERTAIN BUSINESS RELATIONSHIPS WITH PARENT AND ITS SUBSIDIARIES 30 3.27 DISCLOSURE 30 3.28 CUSTOMERS AND SUPPLIERS 30 3.29 DATA PRIVACY 31 3.30 PARENT NOT AN “INVESTMENT COMPANY” 31 3.31 NO PRICE STABILIZATION OR MANIPULATION 31 3.32 BROKER-DEALER STATUS 31 3.33 COMMISSION FILINGS; SARBANES–OXLEY ACT 31 3.34 DISCLOSURE CONTROLS AND PROCEDURES 32 3.35 PARENT’S ACCOUNTING SYSTEM 32 3.36 N...
Sample 1
MERGER OF MERGER SUB. INTO THE COMPANY 1 1.2 EFFECT OF THE MERGER 1 1.3 CLOSING; EFFECTIVE TIME 1 1.4 CERTIFICATE OF INCORPORATION AND BYLAWS; DIRECTORS AND OFFICERS 2 1.5 CONVERSION OF EQUITABLE INTERESTS 2 1.6 CLOSING OF THE COMPANYS TRANSFER BOOKS 3 1.7 EXCHANGE OF CERTIFICATES 3 1.8 TAX CONSEQUENCES 5 1.9 FURTHER ACTION 5 Article 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 2.1 ORGANIZATION AND GOOD STANDING 5 2.2 AUTHORITY; NO CONFLICT 6 2.3 CAPITALIZATION 7 2.4 NON-CONTRAVENTION 7
Sample 1
MERGER OF MERGER SUB into the Company 1
Sample 1

Related to MERGER OF MERGER SUB

  • 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").

  • 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.

  • 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.

  • 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.

  • 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.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • 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.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Ownership of Merger Sub All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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