Purpose of the Merger Sample Clauses

Purpose of the Merger. The purpose of the Merger is to combine the organizations and memberships of NEK and CVF and the services offered, and functions performed by each into a single, comprehensive and cost-efficient organization that is better able to serve the interests of the citizens of Vermont in their districts.
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Purpose of the Merger. (See page 14) -- The purpose of the merger is to allow Saw Mill and the Management Shareholders to acquire Jasox. Xx the merger is completed, Jasox xxxmon stock will cease to be publicly traded and holders of common stock (other than Jasox itself, Merger Sub and shareholders who perfect their dissenter's rights described elsewhere in this Proxy Statement) will receive $11.25 in cash per share. INTEREST OF MANAGEMENT SHAREHOLDERS (See page 39) -- The Management Shareholders have interests in the merger that are different from your interests as a shareholder. Collectively, the Management Shareholders now beneficially own 7,687,812 shares of Jasox xxxmon stock representing approximately 37.6% of the outstanding common stock. In connection with the merger, the Management Shareholders will contribute a total of 2,437,262 shares of common stock valued at an aggregate average of $10.13 per share to Parent in exchange for shares of Parent. In exchange for their remaining 5,250,550 shares of Jasox xxxmon stock, the Management Shareholders will receive the cash consideration of $11.25 per share resulting in an aggregate average value of approximately $10.90 per share in cash and stock being received by the Management Shareholders for their shares of Jasox xxxmon stock in connection with the Merger. The Management Shareholders also will continue to serve in their positions as executive officers of Jasox xxxer the merger and will enter into new employment agreements with the surviving corporation. The Management Shareholders have agreed to allow Saw Mill to vote their shares in favor of the Merger.
Purpose of the Merger. The Alfresa Group’s 22-24 Mid-term Management Plan Leap into the Future “An Evolving Healthcare Consortium”, which was announced today, outlines two key objectives of the Group's management policy: "Enhancement of business model" and "creation of new value" Alfresa Pharma, with its strength in manufacturing, import/export, and marketing of diagnostic reagents, medical devices, and materials for pharmaceuticals in addition to manufacturing and marketing of pharmaceuticals, and Sannova, with its expertise in contract manufacturing of pharmaceuticals and quasi-drugs, will combine their respective managerial resources into a new company that will lead the Alfresa Group's manufacturing business segment. The new company to be formed through the Merger will strive to deliver customer satisfaction by creating new value, and will contribute to the realization of the Alfresa Group’s Vision “to become a Healthcare Consortium® that provides products and services in every health-related field.”
Purpose of the Merger. (a) It is the express purpose of this Merger, that AXIS CA become a publicly traded vehicle through its merger with AXIS DELAWARE.

Related to Purpose of the Merger

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

  • Structure of the Merger Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Closing and Effective Time of the Merger The closing of the Merger (the “Closing”) will take place at 9:00 a.m., Eastern time, on a date to be specified by the parties (the “Closing Date”), such date to be no later than the third Business Day after satisfaction or written waiver of all of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or written waiver of those conditions at the Closing), at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, unless another time, date or place is agreed to by the parties hereto. On the Closing Date, or on such other date as Parent and the Company may agree to, Parent, Merger Sub and the Company will cause the certificate of merger in the form attached hereto as Exhibit B (subject to such changes as may be mutually agreed to by Parent and the Company, the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL. The Merger will become effective at the time the Certificate of Merger will have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in the Certificate of Merger, such date and time hereinafter referred to as the “Effective Time.”

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