Merger Terms Sample Clauses

Merger Terms. 2 2.2 Closing.......................................................................... 2
Sample 1
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Merger Terms. The consideration to be paid to the Shareholders in the Merger (the "Merger Consideration") shall consist of cash and shares of common stock, par value $.01 per share, of Westower ("Westower Stock"). In the Merger, each outstanding Teletronics Share shall be converted into and become the right to receive: (a) $1,000 in cash; plus (b) 188.076 shares of Westower Stock. No fractional shares of Westower Stock will be issued. The number of shares to be issued to any Shareholder will be rounded downward to the nearest whole share and cash will be paid in lieu of any fraction based upon at the closing price of Westower Stock on the American Stock Exchange ("Amex") on the trading day immediately prior to the Closing Date (hereinafter defined). Each outstanding share of Sub shall be converted into and become one share of common stock of the Surviving Corporation. 2.2
Sample 1
Merger Terms. (a) The consideration to be paid to the Members in the Merger (the "Merger Consideration") is set forth in this Section. The Merger Consideration shall consist of (i) $4,400,000 in cash; plus (ii) 200,000 shares of common stock, par value $.01 per share, of Westower ("Westower Stock"); plus (iii) up to an additional 100,000 shares of Westower Stock pursuant to the terms of the formula set forth in Section 2.1(b). In the Merger, each Member's Summit Interest shall be converted into and become the right to receive its Pro Rata Share of the Merger Consideration.
Sample 1
Merger Terms. (a) The Membership Interests of Summit shall be converted into and become the right to receive the Merger Consideration, as defined in that certain Agreement and Plan of Merger among Westower Corporation, a Washington corporation, Sub, Summit and the members of Summit, dated as of November 10, 1998.
Sample 1
Merger Terms. 2 2.2 Stock Portion of Merger Consideration..................... 2 2.3 Earnout................................................... 3 2.4 Closing................................................... 4
Sample 1
Merger Terms. In the Merger, each outstanding share of CORD Stock shall be converted into and become the right to receive: (a) $5,584.22 in cash; plus (b) 242.79 shares of Westower Stock; plus (c) up to 388.47 shares of Westower Stock pursuant to the terms of the earnout formula contained in Section 2.3 of this Agreement (collectively, the "Merger Consideration").
Sample 1
Merger Terms. In the Merger, each outstanding share of common ------------ stock of Cord (the "Cord Stock") shall be converted into and become the right to receive: (a) $5,584.22 in cash; plus (b) 242.79 shares of common stock, $.01 par value, of Westower Corporation, a Washington corporation (the "Westower Stock"); plus (c) up to 388.47 shares of Westower Stock pursuant to the terms of the earnout formula contained in Section 2.3 of the Agreement and Plan of Merger dated as of August 31, 1998 (the "Merger Agreement") among Cord, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxx, Sub and Westower (collectively, the "Merger Consideration").
Sample 1
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Related to Merger Terms

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 10:00 a.m., Boston, Massachusetts time, on the fifth (5th) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At the Closing, the Company shall cause an appropriate certificate of merger or other appropriate documents (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and shall take all such reasonable further actions and make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time”.

  • Merger Transaction Section 2.1

  • Merger Closing The Merger shall have been consummated.

  • The Merger Closing Effective Time 9 2.1 The Merger. 9 2.2 Closing. 9

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").

  • Recitals Merger Consideration 2.1(b) Merger Sub.....................................................

  • The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).

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