Merger Transaction. Section 2.1
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. 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 have been consummated in accordance with the terms of the Merger Agreement, without any waiver by the Borrower or its Affiliates of any of their conditions to closing set forth therein that would adversely affect the rights or interests of the Administrative Agent or the Lenders.
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, the Director 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.
Merger Transaction. Subject to the terms and conditions ------------------ hereof, the parties hereto agree that the Companies shall be merged with and into Merger Sub 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 Companies shall thereupon cease. Merger Sub 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 or Charter, as the case may be, and Bylaws to cause the Merger to be consummated.
Merger Transaction. 2.1 Merger of Acquisition Co. into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the MBCA, at the Effective Time, Acquisition Co. shall be merged with and into the Company, the separate existence of Acquisition Co. shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
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 General Corporation Law of the State of Delaware (the "DGCL"), at the Effective Time, Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue its existence under the laws of the State of Delaware as a wholly-owned Subsidiary of Parent. The Company, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "SURVIVING CORPORATION."
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.
