Merger Structure. The structure of Borrower, CVOP II and the targets acquired pursuant to such transactions contemplated by the Merger Agreement shall be as set forth on Schedule 1.4 attached hereto.
Merger Structure. At the election of Parent, the Merger may be restructured such that, at the Effective Time and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of Delaware Law, either (i) Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger, or (ii) the Company shall be merged with and into Parent, the separate corporate existence of the Company shall cease and Parent shall continue as the surviving corporation of the Merger; provided, however, that the Merger shall not be restructured pursuant to this SECTION 2.12 if any such restructuring would cause the condition set forth in SECTION 7.1(f) hereof to fail to be satisfied. In the event that the Merger is restructured pursuant to this SECTION 2.12, all references in this ARTICLE II and elsewhere in this Agreement to the Surviving Corporation shall be deemed to be references to the Company as the surviving corporation of the Merger in the case of clause (i) above, or Parent as the surviving corporation of the Merger in the case of clause (ii) above. Notwithstanding any restructuring of the Merger pursuant to this SECTION 2.12, the terms and conditions of this Agreement shall remain in full force and effect, subject to any changes or revisions that are or may be necessary or appropriate as a result of such restructuring of the Merger.
Merger Structure. Subject to the satisfaction of the conditions described in this Agreement, at the closing of the Transaction (i) Merger Sub will merge with and into the Company, and (ii) the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence as a limited liability company under Minnesota Chapter 322C as the surviving company in the merger. All of Buyer’s units in the Company will be cancelled and no consideration paid therefor at the closing of the Transaction.
Merger Structure. 14 2.13 Tax and Accounting Consequences............................. 14 2.14 Taking of Necessary Action; Further Action.................. 14
Merger Structure. In connection with the Merger, each of the parties ---------------- hereto acknowledges and agrees to take all actions and enter into such agreements, instruments and documents in forms mutually acceptable to Patriot, Cal Jockey and BMOC necessary to effectuate the transactions contemplated by that certain memorandum, dated as of February 24, 1997, from Xxxxxxx, Procter & Xxxx LLP delivered concurrently herewith, including, without limitation, the creation of a BMOC operating partnership, the contribution of BMOC's assets to such BMOC operating partnership in connection with the Merger and the contribution of Cal Jockey's assets to Patriot Operating Partnership in connection with the Merger.
Merger Structure. The legal structure chosen to carry out the integration of the participating companies is a merger, pursuant to article 22 and following of the Structural Amendments Law. The intended merger will be carried out through the absorption of Banca Cívica (absorbed company) by Caixabank (absorbing company). The absorbed company will be extinguished by dissolution without liquidation and block transfer of its total net assets to the absorbing company, which will acquire the rights and obligations of Banca Cívica through a universal succession. CaixaBank will increase, if any, its share capital in the appropriate amount in accordance with the exchange ratio defined in Section 5 of this Plan, to allow Banca Civica’s shareholders to participate in the share capital of CaixaBank social receiving a number of shares proportional to their participation in the Absorbed Company
Merger Structure. Each of KYC, CanaFarma and MergeCo agree that the Merger will be structured and effected as follows:
(a) The Company agrees to amend and restate its Notice of Articles and Articles to authorize the issuance of the Series A Preferred Shares with the rights and preferences set forth in Schedule "A") and to complete the Name Change and the KYC Share Split on or before the Effective Date;
(b) At the Effective Time, as a result of the Merger, MergeCo shall merge with and into CanaFarma pursuant to Section 251 of the DGCL, and each CanaFarma Share (other than Dissenting Shares) shall be converted into the right to receive the Resulting Issuer Shares and Series A Preferred Shares, as applicable, in accordance with and subject to the terms of this Agreement, with CanaFarma surviving the merger under the Certificate of Merger, which Certificate of Merger as the surviving corporation (the "Surviving Corporation") shall be filed in substantially the form attached hereto as Schedule "B";
(c) The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, priviliges, immunities, powers, franchises, licenses and authority of CanaFarma and MergeCo shall vest in the Surviving Corporation, and all debts, liabilities obligations, restrictions and duties of each of the CanaFarma and MergeCo shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation;
(d) At the Effective Time: (i) the certificate of incorporation of MergeCo as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms or as provided by applicable law; and (ii) the bylaws of MergeCo as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation, or as provided by applicable law; provided, however, that in each case the name of the corporation set forth therein shall be changed to the name of CanaFarma;
(e) By execution and delivery of this Agreement, each CanaFarma Shareholder, acting without a meeting pursuant to Section 228 of the DGCL, will be asked by CanaFarma to adopt the following resolutions and to approve the taking of the fo...
Merger Structure. The structure to be used to consummate the Acquisition and the Merger shall be as set forth on Schedule 4.1G of the Company Disclosure Letter.
Merger Structure. The Parties contemplate that a wholly owned subsidiary of Revenge would merge into Fish. However, the Parties would cooperate to amend or modify the proposed structure of the Merger consistent with the terms of this Letter of Intent in order that the structure of the Merger will qualify for tax-free treatment for the Parties.
Merger Structure. On the Closing Date as of the Effective Time (each as defined below), the Parties wish to effect a merger of JLF with and into MMFC, pursuant to which MMFC would be the surviving entity (the “Merger”) in accordance with the provisions of this Agreement, the plan of merger as Exhibit A (the “Plan of Merger”) and the Wisconsin Cooperative Law.
