Pursuant to the Merger. AssureNet will merge with and into the Subsidiary, and the Subsidiary will acquire all of the assets and liabilities of AssureNet. At least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by AssureNet immediately prior to the Merger will be held by the Subsidiary immediately after the Merger. For the purpose of determining the percentage of AssureNet's net and gross assets held by the Subsidiary immediately following the Merger, the following assets will be treated as property held by AssureNet immediately prior to the Merger but not held by the Subsidiary immediately subsequent to the Merger:
(i) assets disposed of by AssureNet prior to the Merger and in contemplation thereof (including, without limitation, any asset disposed of by AssureNet other than in the ordinary course of business, pursuant to a plan or intent existing during the period ending at the Effective Time and beginning with the commencement of negotiations (whether formal or informal) with AXENT regarding the Merger (the "Pre-Merger Period")), (ii) assets used by AssureNet to pay expenses or liabilities incurred in connection with the Merger and (iii) assets used to make payments to AssureNet shareholders exercising dissenters' rights or to make distribution, redemption or other payments in respect of AssureNet shares or rights to acquire such shares (including payments treated as such for tax purposes) that are made in contemplation of the Merger or related thereto;
Pursuant to the Merger. (a) TMSI has merged with and into Virginia BCBS, the separate existence of TMSI has ceased, and Virginia BCBS has become a wholly owned subsidiary of the Company; (b) Virginia BCBS has become a stock corporation incorporated under and governed by the Virginia Stock Corporation Act, ss.
13.1- 601 et seq. and by the Virginia Insurance Code; (c) each issued and outstanding share of common stock of TMSI owned by the Company immediately prior to the effectiveness of the Plan has, as a result of the Merger and without any action on the part of the Company, been canceled and converted into one share of stock of Trigon Insurance; (d) all Membership Interests of all Members in Virginia BCBS have been canceled, and in consideration for their Membership Interests, including their interests in the surplus of Virginia BCBS, Eligible Members are entitled to receive Common Stock from the Company and/or cash from Trigon Insurance pursuant to and in accordance with the Plan; and (e) all issued and outstanding shares of capital stock in the Company owned by Virginia BCBS have been canceled.
Pursuant to the Merger. (i) Each share of common stock, $.01 par value, of the Company (the "COMPANY STOCK") held by the Company or any Subsidiary of the Company as treasury stock or by Buyer, in each case immediately prior to the Merger Date, shall be canceled and no payment shall be made with respect thereto;
(ii) Subject to Section 1.07, each share of Company Stock outstanding immediately prior to the Merger Date shall, except as otherwise provided in Section 1.01(b)(i), be converted into the right to receive a number of common shares of Buyer ("BUYER COMMON STOCK") equal to the Exchange Ratio (the "MERGER CONSIDERATION") (determined in accordance with Section 1.09(b)); and
(iii) At the Merger Date, each share of common stock, par value $0.01 per share, of Merger Sub ("MERGER SUB COMMON STOCK") outstanding immediately prior to the Merger Date shall be converted into an equal number of shares of common stock, par value $.01 per share, of the Surviving Corporation ("SURVIVING CORPORATION COMMON STOCK"). From and after the Merger Date, all shares of Company Stock converted in accordance with Section 1.01(b)(ii) shall no longer be outstanding and shall automatically be canceled and retired
Pursuant to the Merger. (i) The separate existence of Newco will cease, and RFG will be the surviving entity in the Merger (“Surviving RFG”);
(ii) The equity interests of RFG that are owned by the Securityholders immediately prior to the consummation of the Merger will be converted into and exchanged for the right to receive the Merger Consideration;
(iii) The equity interests of Newco that are owned by Calavo immediately prior to the consummation of the Merger will be converted into and exchanged for newly issued, unregistered equity interests of Surviving RFG; and
(iv) Surviving RFG will become a wholly-owned subsidiary of Calavo after the Merger, and the LLCs will each remain a wholly-owned subsidiary of Surviving RFG.
Pursuant to the Merger. (i) Each share of common stock, $.01 par value, of the Company (the "Company Common Stock") held by the Company or any Subsidiary of the Company as treasury stock or by Buyer, in each case immediately prior to the Merger Date, shall be canceled and no payment shall be made with respect thereto;
(ii) Each share of Company Common Stock outstanding immediately prior to the Merger Date shall, except as otherwise provided in Section 1.1(b)(i), be converted into the right to receive a number of shares of common stock of the Buyer, $0.625 par value ("Buyer Common Stock"), equal to the Exchange Ratio, as defined in Section 1.7(b);
(iii) Each share of the Series A Convertible Preferred Stock, $.01 par value, of the Company (the "Company Preferred Stock" and, together with the Company Common Stock, the "Company Stock") outstanding immediately prior to the Merger Date shall be converted into the right to receive that number of shares of Buyer Common Stock which the holder of a share of Company Preferred Stock would have been entitled to receive under Section 1.1(b)(ii) if the share of Company Preferred Stock had been converted into Company Common Stock immediately prior to the Merger; and
(iv) At the Merger Date, each share of common stock of Merger Sub ("Merger Sub Stock") outstanding immediately prior to the Merger Date shall be converted into an equal number of shares of common stock, par value $.01 per share, of the Surviving Corporation ("Surviving Corporation Common Stock").
Pursuant to the Merger. Sub shall succeed to all of the rights, title and interest in and to the assets of each of the Targets, excluding, however, the Excluded Assets set forth on SCHEDULE "A-1", which shall be distributed by Targets to their respective shareholders prior to the Closing Date. The assets which shall be owned by Targets as of the effective date of the Merger (herein the "Assets") shall include, without limitation:
i. all personal property described on SCHEDULE "A" to this Agreement (subject to disposals or consumption thereof in the ordinary course of business between the date hereof and the Closing Date) or replacements thereof and alterations thereto in the ordinary course of business between the date hereof and the Closing Date;
ii. all governmental authorizations, licenses and permits owned by Targets, to the extent that they are transferable and do not terminate or lapse as a result of the Merger, together with any renewals, extensions, or modifications thereof and applications therefor (to the extent assignable);
iii. all of the written contracts, agreements, commitments, understandings, or instruments relating to the Business, including, without limitation, all leases, and all written agreements, with employees of the Business as of the Closing Date (collectively, the "Contracts") to which either of the Targets is a party or by which it is bound, including without limitation the contracts listed in SCHEDULE "B" to this Agreement, except for those contracts listed on SCHEDULE "B-1" to this Agreement (collectively, the "Excluded Contracts"), which are specifically excluded from the Assets;
iv. all books and records of Targets relating to the Business;
v. all patient lists and medical records relating to the Business to the extent transferable;
vi. all bank accounts, accounts receivables and notes receivables as of the Closing Date;
vii. all prepaid expenses as of the Closing Date;
viii. all telephone numbers associated with the Business; and
ix. all goodwill associated with the Business.
