Principal Terms of Merger Sample Clauses

Principal Terms of Merger. In the Merger, Purchaser will be the Surviving Corporation and will assume all of the rights and obligations of the Company in accordance with the laws of Japan. The Merger Agreement shall contain those provisions which are set forth in the Memorandum Regarding Merger attached hereto as Exhibit B, as well as provisions dealing with, among other things, conversion or exchange of shares, issuance of capital stock of Purchaser, cancellation of capital stock of Purchaser, share exchange ratios, articles of association, capitalization, directors, officers, employees, insurance and indemnification coverage for officers and directors, exchange of certificates, rights of dissenting holders and the like as the parties shall negotiate in good faith and as shall not be inconsistent with Exhibit B or violate Applicable Japanese Laws.
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Principal Terms of Merger 
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Related to Principal Terms of Merger

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

  • Transactions and Terms of Merger 2 1.1 Merger ........................................................ 2 1.2 Time and Place of Closing ..................................... 2 1.3

  • 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.

  • 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.

  • 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.

  • Terms and Conditions of Merger The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:

  • 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

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

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