Plan of Merger. The Merger..............................................................10 2.2
Plan of Merger. This Article I and Article II and, solely to the extent necessary under the NCBCA, the other provisions of this Agreement shall constitute a “plan of merger” for the purposes of the NCBCA, including Section 55-11-01 thereof.
Plan of Merger. Subject to the terms and conditions of this Agreement, the Merger will be carried out in the following manner:
(a) The Company, Parent and Purchaser will cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement.
(b) Subject to the provisions of this Agreement, a Certificate of Merger, substantially in the form of EXHIBIT A, shall be duly executed and, on the Closing Date (as defined in Section 1.5 hereof), or as soon thereafter as reasonably practicable, filed with the Delaware Secretary of State in accordance with the General Corporation Law of the State of Delaware (the "DGCL"). In addition, Articles of Merger shall be duly prepared, executed and acknowledged by the Company in accordance with the General and Business Corporation Law of the State of Missouri (the "MGBCL") and shall be filed on the Closing Date with the Missouri Secretary of State. The Merger shall become effective at the date and time set forth in the Certificate of Merger and the Articles of Merger (the "Effective Time").
(c) At the Effective Time, the Company shall merge with and into Mail-Well, the separate existence of the Company shall cease, and Mail-Well shall continue as the surviving corporation. (Mail-Well, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation.")
(d) From and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL and Section 351.450 of the MGBCL.
(e) The "Merger Consideration" which shall be paid by Parent and Purchaser in the Merger, to be paid to the Shareholders other than Dissenting Shareholders, shall be equal to (i) $63,018,000 less (ii) the amount of Debt as defined in Section 1.5; less (iii) the amount of unpaid Company Expenses, as defined in Section 12.2; plus or minus (iv) the adjustment under Section 1.7(b) hereof; less (v) the amount, if any, paid by the Surviving Corporation to Dissenting Shareholders. The Merger Consideration plus the amount, if any, paid to Dissenting Shareholders by the Surviving Corporation is herein referred to as the "Total Shareholder Consideration." The Merger Consideration shall be paid in duly authorized, validly issued, fully paid and nonassessable Parent common stock ("MW Common Stock") valued at $43.93 per share (the "MW Common Stock Valuation"), which MW Common Stock shall be issued of record on the Closing Date on the Parent's (and its transfer agent's) b...
Plan of Merger. 7 ARTICLE III
Plan of Merger. This Agreement shall terminate upon the termination of the Agreement and Plan of Merger dated as of the date hereof among FCI Trading Corp., Diesel Acquisition LLC, Ferrell Companies Inc. and Blue Rhino Corporation.
Plan of Merger. 1 Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Plan of Merger. The executed agreement of merger is on file at the principal place of business of the surviving corporation. Said address is 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000. The terms of the Agreement of Merger are as follows:
Plan of Merger. The Plan of Merger attached to this Reorganization Agreement as Appendix A.
Plan of Merger. Reservation of Shares ------------------------------------- At the Effective Time, the Merger shall be effected in accordance with the Plan of Merger. In connection therewith, BB&T acknowledges that it (i) has adopted the Plan of Merger and (ii) will pay or cause to be paid when due the Merger Consideration. BB&T has reserved for issuance such number of shares of BB&T Common Stock as shall be necessary to pay the Merger Consideration and agrees not to take any action that would cause the aggregate number of authorized shares of BB&T Common Stock available for issuance hereunder not to be sufficient to effect the Merger. If at any time the aggregate number of shares of BB&T Common Stock reserved for issuance hereunder is not sufficient to effect the Merger, BB&T shall take all appropriate action as may be required to increase the number of shares of BB&T Common Stock reserved for such purpose.
