PLANS OF MERGER Sample Clauses

PLANS OF MERGER. At the request of BCBSMo, New RIT shall enter into a separate plan of merger reflecting the terms of the Reincorporation Merger Transaction, and, at the request of RIT, New RIT shall enter into a separate plan of merger reflecting the terms of the RIT/New RIT Merger Transaction, for purposes of satisfying any requirement of the Missouri Corporate Law or the Delaware Corporate Law.
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PLANS OF MERGER. Pursuant to the Plans of Merger, an aggregate of 3,105,244 shares of common stock, $0.01 par value per share, of Republic ("Republic Common Stock") will be issued in the mergers in exchange for all the issued and outstanding shares of capital stock of each of the Fennxxx Xxxpanies as follows:
Sample 1
PLANS OF MERGER. Pursuant to the Plans of Merger, an aggregate of 5,256,055 shares of common stock, $0.01 par value per share, of Republic ("Republic Common Stock") will be issued in the Mergers in exchange for all issued and outstanding shares of capital stock of each of the Duncxx Xxxpanies. The 5,256,055 shares of Republic Common Stock shall be allocated among the Duncxx Xxxpanies as follows: First, the fair market value of JCD, GPD, Tos-It, Trashaway, Wes Xxx, Pantego and E&E, shall be determined by and set forth in written appraisals of Bernxxxxx xxx Associates, Dallas, Texas. Next, the "Adjusted Values" of such companies shall be determined by deducting the following amounts from the fair market value of each such company: JCD $3,378,166.84 GPD -0- Tos-It -0- Trashaway 29,325.00 Wes Xxx 1,500.00 Pantego -0- E&E 75,250.00 ------------- Total $3,484,241.84 ============= Then, 5,095,238 shares of the Republic Common Stock shall be allocated among such companies in proportion to the Adjusted Values as determined above. In the case of Pantego and E&E, the shares allocated to those entities shall be reallocated pro rata to their respective corporate partners. Then, the shares so allocated to each of the Duncxx Xxxpanies shall be allocated to their respective shareholders in accordance with their respective share ownership in the Duncxx Xxxpanies. Finally, an additional 160,817 shares shall be allocated among the shareholders of JCD in accordance with their respective share ownership in JCD. After such allocations are computed and at least five (5) days before Closing, the Shareholders shall deliver to Republic a certificate signed by each of them setting forth such allocations of the 5,256,055 shares of Republic Common Stock to each of the Duncxx Xxxpanies and their respective Shareholders.
Sample 1
PLANS OF MERGER. Pursuant to the Plans of Merger, an aggregate of 478,720 shares of Republic Common Stock will be issued in the Mergers in exchange for all issued and outstanding shares of capital stock of each of ACS and Smithton as follows:
Sample 1
PLANS OF MERGER. 18 Section 3.04. Pre-Closing Covenants of Foundation......................18 (a) No Sale or Transfer................................18 (b) Agreements to Vote in Favor........................18 (1)
Sample 1

Related to PLANS OF MERGER

  • Conditions of Merger 50 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger.............................................. 50 SECTION 7.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger...................... 51 SECTION 7.3 Additional Conditions to Obligation of the Company to Effect the Merger................................... 51 ARTICLE VIII

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • Effective Date of Merger Upon satisfaction or waiver (in accordance with the provisions of this Agreement) of each of the conditions set forth herein, the parties hereto shall execute and cause to be filed Articles of Combination, and/or such certificates or further documents as shall be required by the OTS, the Office of the Secretary of the OTS, and with such other federal or state regulatory agencies as may be required. Upon approval by the OTS, and endorsement of such certificates, the Merger and other transactions contemplated by this Agreement shall become effective. The Effective Date for all purposes hereunder shall be the date of such endorsement.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Obligations of Merger Sub Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

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