Merger of Shares. On the 5th (fifth) business day after the date of satisfaction of the conditions precedent contained in Section 5.1, AZUL Holding and Neeleman, on one side, and TRIP and TRIP’s Shareholders, on the other side, shall cause the call notices of the AZUL Holding’s AGE and of the TRIP’s AGE (as defined below) to be published (the “Call Notices”), in order for the Merger of Shares to occur: (i) in 8 (eight) days after the publication of the Call Notices, if AZUL Holding’s AGE and TRIP’s AGE are held on first call, or (ii) in 5 (five) days from such date, if they are held on second call, at AZUL Holding’s head office, or at another location, as established in writing by the Parties, or further (iii) on the 5th (fifth) Business Day following the date of satisfaction of all conditions precedent set forth in Section 5.1, in case AZUL Holding’s AGE and TRIP’s AGE may be held with a waiver of the call notice requirement, pursuant to article 124, paragraph 4 of the Corporations Law (the “Date of Merger”). Notwithstanding the provision of this section, the Parties agree to use their best efforts to cause the Merger of Shares to occur as soon as possible after the Date of Execution.
Merger of Shares. Concurrently with the actions described in Article II, the applicable Parties shall take the actions described in this Article III.
Merger of Shares. This Agreement sets forth the rules for the combination of business of Evertec BR and Sinqia through a merger of all shares issued by Sinqia into Evertec BR (“Merger of Shares”), pursuant to Article 252 of the Brazilian Corporations Law and subject to the fulfillment (or waiver, as the case may be) of the Conditions Precedent set forth herein. Immediately upon implementation of the Merger of Shares, all shares newly issued by Evertec BR and delivered to Sinqia’s then shareholders shall be redeemed pursuant to the Redemption Ratio set forth in Section 2.3. As a result of the Merger of Shares, Sinqia shall become a wholly owned subsidiary of Evertec BR and Evertec BR will remain a closed corporation not listed with CVM nor adherent to B3’s Novo Xxxxxxx Ruling.
Merger of Shares. NewCo and AES Brasil shall consummate the Merger of Shares, under the terms set forth in Section 2.2 and in the Protocol and Justification.
Merger of Shares. On the Closing Date, the merger (incorporação de ações) into NewCo of all common, nominative, book-entry shares with no par value issued by AES Brasil (“Merger of Shares”), excluding those shares that, on the Closing Date are held in treasury by AES Brasil, or have been subject of the exercise of the right of withdrawal by dissident shareholders of AES Brasil (“AES Merged Shares”), with the consequent conversion of AES Brasil into a wholly-owned subsidiary of NewCo and the issuance, by NewCo, of new shares nominative, book-entry shares with no par value (“NewCo New Shares”) according to the alternative chosen by each shareholder of AES Brasil, during the Option Period (as defined in Section 2.2.6), among the following options:
(a) Option 1: 9 new ordinary shares (“NewCo ON Shares”) and 1 new preferred share (“NewCo PN Shares”), for each 1 share issued by AES Brasil that it owns (“Option 1”);
(b) Option 2: 5 NewCo ON Shares and 5 NewCo PN Shares, for each 1 share issued by AES Brasil that it owns (“Option 2”); or
(c) Option 3: 10 NewCo PN Shares, for each 1 share issued by AES Brasil that it owns (“Option 3”).
Merger of Shares. Pursuant to the Merger of Shares and subject to adjustment as described below, each Company Share will be exchanged on the Closing Date for one EFX Brasil Redeemable Share. As a result of the Merger of Shares, the Company shall become a wholly-owned subsidiary of EFX Brasil at Closing.
Merger of Shares. The types and total number of AZUL Holding’s New Shares issued (on a prorated basis) in favor of TRIP’s Shareholders, on the Date of Merger, are indicated in Exhibit 2.1(iii).”
Merger of Shares. Subject to the terms and conditions set forth in this Agreement and in the “Protocol and Justification of the Merger of Shares of AES Brasil Energia S.A. into ARN Energia Holding S.A., and of the Merger of ARN Energia Holding S.A. into Auren Energia S.A.”, which shall be signed by the management of AES Brasil, NewCo and Auren, within eight (8) Business Days as of the date on which all the Valuation Reports are available (“Signing Deadline”), substantially in the form of Exhibit 2.2 (“Protocol and Justification”), the Parties hereby irrevocably and irreversibly undertake to perform all acts necessary or required for the Merger of Shares.
2.2.1 Pursuant to Articles 224 and 225 of the Brazilian Corporations Law, the justifications, motivations and other terms and conditions of the Merger of Shares are set forth in the Protocol and Justification.
2.2.2 The Parties hereby agree that, on the Closing Date, and within the scope of the Merger of Shares, AES Brasil’s shareholders shall receive, for each one (1) share issued by AES Brasil that they hold, ten (10) NewCo New Shares (“Exchange Ratio
2.2.3 The Exchange Ratio – Merger of Shares shall not be subject to any adjustments.
2.2.4 On the Closing Date, all the shares issued by AES Brasil will be merged into NewCo, excluding (i) shares issued by AES Brasil held in treasury on the Closing Date; and
Merger of Shares. On the Closing Date, the stock-for-stock merger (incorporação de ações) into Serasa of all the Company Shares (“Merger of Shares”), excluding those shares that, on the Closing Date, are held in treasury and/or have been subject of the exercise of the right of withdrawal by dissident shareholders of the Company (“Company Merged Shares”), with the consequent conversion of the Company into a wholly-owned subsidiary of Serasa and the issuance, by Xxxxxx, of new mandatorily redeemable preferred shares, with no par value, (“Serasa Redeemable Shares”) shall occur according to the alternative chosen by each shareholder for each of its Company’s shares, during the Option Period (as defined in Section 5.3), among the following options:
Merger of Shares. Subject to the terms and conditions set forth in this Agreement and in the “Protocol and Justification of the Merger of Shares of Clear Sale S.A. into Serasa S.A.”, which shall be executed by the management of the Company and the management of Serasa, within 10 Business Days as of the date on which all the Merged Shares Valuation Reports are issued and delivered by the Appraisal Company (“Signing Deadline”), in the form to be mutually agreed by the Parties as promptly as possible from the date hereof and to reflect substantially the terms of this Agreement (“Merger Protocol”), the Parties hereby irrevocably and irreversibly undertake to perform all acts necessary or required for the Merger of Shares, including, but not limited to, the execution of the Merger Protocol. The Parties shall endeavor their best efforts to start the negotiations of the draft of the Merger Protocol within twenty (20) Business Days counted from the date hereof.
