Merger Transaction Clause Samples

Merger Transaction. 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

Merger Transaction. Section 2.1

Merger Transaction. (a) If the Company proposes, prior to the ------------------ Expiration Date, to enter into a transaction that would constitute a Merger Transaction if consummated, the Company shall give written notice thereof to the Holders of Warrants, promptly after an agreement or agreement in principle is reached with respect to the Merger Transaction but in no event less than 30 days prior to the closing thereof. Such notice shall describe the transaction in reasonable detail and specify whether the consideration to be received by the Holders consists of cash or items other than cash. The Company shall also furnish to each Holder of Warrants all notices and materials furnished to its stockholders in connection with such transaction. (b) The Company agrees that it will not enter into an agreement providing for a Merger Transaction in which only cash is paid to the holders of Common Stock, unless the party to such transaction that is the surviving entity (the "Survivor") shall be obligated to purchase each outstanding Warrant for a cash purchase price equal to cash amount the Holder of such Warrant would have received if such Holder had exercised such Warrant immediately prior to such Merger Transaction (or, if applicable, the record date therefor) and the Survivor had purchased the number of Registrable Warrant Shares then issuable upon such exercise in such Merger Transaction. (c) The Company agrees that it will not enter into an agreement providing for a Merger Transaction in which all or a portion of the consideration paid to the holders of Common Stock is not cash, unless the Survivor shall be obligated to distribute or pay to each Holder of Warrants the number of shares of stock or other securities or other property (including any money) of the Survivor that would have been distributable or payable on account of the Registrable Warrant Shares if such Holder's Warrants had been exercised immediately prior to such Merger Transaction (or, if applicable, the record date therefor). (d) The Warrants shall terminate and become void as of the closing date of any Merger Transaction. (e) In the event of a Merger Transaction in which all or a portion of the consideration to be received by Holders of Warrants consists of securities, the Survivor shall obtain the written opinion of independent counsel as to whether such securities may be resold by such Holders immediately after the closing of the Merger Transaction without registration of such securities under Section 5 of t...

Merger Transaction. 7 2.1 Merger of Acquisition Sub into the Company.................................................. 7 2.2 Effect of the Merger........................................................................ 7 2.3 Closing; Effective Time..................................................................... 8 2.4 Certificate of Incorporation and Bylaws; Directors and Officers............................. 8

Merger Transaction. The Merger Transaction shall be completed prior to or concurrently with the Closing.

Merger Transaction. (a) In connection with any transaction whereby the Company would merge or consolidate with and into a Person that is not the Company’s parent or an Affiliate thereof or in connection with a sale of all or substantially all of the assets of the Company (each, a “Merger Transaction”) that has been approved by a majority of the holders of Common Stock entitled to vote for the approval of such Merger Transaction, Employee agrees that he or she will irrevocably consent to, vote in favor of and participate in such Merger Transaction on the same terms and conditions as are applicable to the other holders of Common Stock. (b) In connection with any Merger Transaction, Employee shall (i) only be required to represent and warrant as to the unencumbered title to her or her Option Shares subject to the Merger Transaction, (ii) be required to bear Employee’s pro rata share of any post-closing indemnity obligations, (iii) be subject to the same post-closing purchase price adjustments, escrow terms, offset rights and holdback terms as the other holders of Common Stock of the Company and (iv) be required to deliver customary stock powers, letters of transmittal or other similar Transfer documentation. Employee agrees that he or she will take such actions as may be reasonably required and otherwise cooperate in good faith with the Company and the other stockholders of the Company in connection with consummating the proposed Merger Transaction. (c) To the extent elected by the Company, all of the consideration payable to the stockholders of the Company in a Merger Transaction first shall be aggregated by the Company, as disbursing agent, before distributing any such consideration to any of the stockholders of the Company. The Company, acting solely as the disbursing agent of the stockholders of the Company, shall then distribute the aggregate consideration to the stockholders of the Company in the same manner and order of priority such consideration would have been distributed had such distribution been made in complete liquidation of the Company in accordance with the various liquidation preferences and liquidation amounts governing the various classes or series of capital stock of the Company. (d) If the Merger Transaction involves the issuance of any stock consideration in a transaction not involving a public offering and Employee is not an accredited investor (as defined under Rule 501 of Regulation D of the Securities Act), then the Company (at the direction of the Boa...

Merger Transaction. The Merger Subsidiary shall have consummated a merger with BPW in accordance with all Requirements of Law and the Merger Documents, pursuant to which: (i) BPW shall be the surviving entity; (ii) The Company shall have received cash consideration (the “Merger Capital”) in a minimum amount sufficient, such that after giving effect to (A) the Merger Transaction, (B) the repayment of all AEON Debt in the manner specified below, (C) the payment of all Transaction Expenses, (D) the borrowing of Term Loan B under the Term Loan B Documents on the Closing Date (if any) and (E) the borrowing of Revolving Loans and the Issuance of any Letters of Credit under this Agreement on the Closing Date, (I) the Borrowers shall have, on a pro forma basis minimum Availability of not less than $40,000,000 on the Closing Date (determined with trade payables being paid currently in accordance with payment practices for the Borrowers in effect as of the Closing Date, expenses and liabilities being paid in the ordinary course of business and without acceleration of sales and without any material deterioration in working capital), (II) the aggregate principal amount of all outstanding secured Indebtedness (including Indebtedness under the Loan Documents and the Term Loan B Documents (if any), but excluding the Specified Secured Debt) of the Credit Parties shall not exceed $222,000,000 on the Closing Date and (III) all such outstanding secured Indebtedness shall be as set forth on Schedule 2.1(b)(ii); (iii) the existing shareholders of BPW shall have received a majority equity ownership interest in the Company; and (iv) solely in consideration of the repayment of the AEON Debt (other than Indebtedness under the AEON Revolver Facility) and without the payment (in cash or otherwise) of any other amounts or consideration by any Credit Party, all of the outstanding Stock and Stock Equivalents of the Company and its Subsidiaries owned (directly or indirectly) by AEON and any AEON Affiliate (other than the Company and any of the Company’s Subsidiaries), shall be surrendered, retired, defeased and/or redeemed; provided, however, that AEON may receive warrants for common Stock of the Company on terms and conditions reasonably acceptable to Agent and with an exercise price of not less than the fair market value per share of the common Stock of the Company on the Closing Date; (all of the foregoing referred to hereinafter, the “Merger Transaction”). Prior to requesting any initial Loans or the I...

Merger Transaction. Subject to the terms and conditions ------------------ hereof, the parties hereto agree that the Company shall be merged with and into Buyer in accordance with the applicable provisions of the Georgia Business Corporation Act (the "GBCA") and the Tennessee Business Corporation Act (the "TBCA"), and the separate existence of the Company shall thereupon cease. Buyer shall be the surviving corporation in the Merger (the "Surviving Corporation") and shall be a wholly-owned subsidiary of InterCept. Subject to the terms and conditions hereof, the parties hereto shall take all actions necessary in accordance with applicable law and their respective Articles of Incorporation and Bylaws to cause the Merger to be consummated.

Merger Transaction. All Merger Closing Conditions shall have been satisfied or waived (subject to Section 5.10), and the Closing shall occur concurrently with the Investment Closing. For the avoidance of doubt, a determination of the satisfaction of, or waiver by, any Party of the Merger Closing Conditions in accordance with this Section 6.1(d) shall not be deemed to constitute a determination of the satisfaction or waiver of such conditions by any other Party.