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. 6.1 Once the transactions under the Consensual Transaction or the Fallback Scheme (each as defined in the TSA) are complete, subject to the receipt of any required third party consent, Issuer Co will have no assets or liabilities save for the Greensill Claims (the proceeds thereof the Issuer Co will be obligated to pay over to the Finance Co under the terms of the BTA) and the Retained Debt (the latter to be waived as part of the proposed merger, see next paragraph).
6.2 The majority (at least 2/3rds) of the Issuer Co’s ordinary and preference shares will be owned by Finance Co and Merger Co. Finance Co also owns 100% of Merger Co. In order to relieve the shareholders of Issuer Co from any potential liability in its winding up, in consideration of the waiver of the Retained Debt and in consideration of the payment of $0.01 to each member of Issuer Co whose name appears on the register of members of Issuer Co, Issuer Co and Merger Co will enter into a merger agreement (the “Merger Agreement”) under which Issuer Co merges with Merger Co. Following the merger Issuer Co will be the surviving and successor entity (unless this is not required to preserve the Greensill Claims in which case Merger Co can be the surviving entity). Under the Merger Agreement and as consideration to the other shareholders of Issuer Co., Finance Co shall forgive the Retained Debt and, as the parent of the merged entity will undertake to hold such other shareholders harmless from Issuer Co’s liquidation costs and to manage and pay for the Greensill Claims.
6.3 In order to implement the Merger Agreement, the following Jersey approvals are required (in summary), with other or additional approvals or filings being potentially required depending on the jurisdiction of incorporation of Finance Co and Merger Co:
(a) approval of Jersey Financial Services Commission;
(b) directors of Issuer Co solvency statements;
(c) shareholder of Issuer Co meetings to vote on resolutions to approve the Merger Agreement. Two are required, one of each of the ordinary shares (controlled by Finance Co and Merger Co) and the preference shares (controlled by Finance Co and Merger Co);
(d) creditor notices sent to known creditors of Issuer Co for over £5,000. As a result of the BTA there should be none but there still be a need for a formal creditor notice published in Jersey.
6.4 Dissenting shareholders have a 21 day statutory objection period from the date the Merger Agreement is approved by shareholders to appl...
Merger Transaction. The Merger Transaction shall have been consummated in accordance with the terms of the Merger Agreement and the Ancillary Documents and all applicable laws, rules and regulations, in each case, without any amendment or waiver that is materially adverse to the interests of the Lender.
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. 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. 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. Notwithstanding anything to the contrary in Section 2(a) or 2(b) hereof, if the Company shall consolidate with, merge with or sell or convey all or substantially all of its assets to any other entity (a “Merger Transaction”) prior to the closing of the Next Qualified Financing, then the Company shall give the Lender notice of such Merger Transaction at least twenty (20) business days prior to the consummation of such transaction (the “Closing Date”) and shall provide Lender with full access to such lawful information as may be requested by Lender with respect to the Merger Transaction and the surviving corporation of such transaction, and, at the Majority Holders’ option, either:
(i) this Note shall be converted, effective immediately prior to the consummation of such transaction, into the number of whole shares of the Company’s Series C Preferred Stock equal to the quotient obtained by dividing (x) the outstanding aggregate principal amount of this Note plus all accrued but unpaid interest thereon as of the consummation date of such Merger Transaction and all other amounts owing hereunder by (y) the price per share to be received by holders of the Company’s Series C Preferred Stock (or, if such Series C Preferred Stock is to be converted into the Company’s Common Stock upon or prior to such Merger Transaction, the price per share to be received by holders of the Company’s Common Stock) pursuant to such Merger Transaction, or
(ii) the Company shall repay the outstanding aggregate principal amount of this Note plus all accrued but unpaid interest thereon and all other amounts owing hereunder immediately prior to or concurrently with the closing of the Merger Transaction. The Majority Holders shall give the Company and the Lender notice of their intent to proceed under Section 2(b)(i) or 2(b)(ii) within two (2) business days prior to the Closing Date, and if no such notice is given, the Majority Holders will be deemed to have elected to proceed under Section 2(b)(ii).
Merger Transaction. Each Investor has received a copy of the Merger Agreement, together with all schedules attached thereto.
