Reverse Merger. The Reverse Merger was conducted and completed in compliance with all applicable laws in all material respects, except where the failure to do so would not have a material adverse effect on the Company. The Company has provided the Investor with access to all material information related thereto as available in the Company SEC Filings.
Reverse Merger. The Company shall not consummate any Reverse Merger unless, as a condition to such Reverse Merger, the Acquiring Person unconditionally Guarantees all of the Agreement Obligations and assumes all of the Company’s Conversion Obligations and Change of Control Conversion Obligations under the Agreement Documents, and agrees to perform the obligations applicable to the “Company Group” under Section 3.2(c) and Section 3.8 of the Note Purchase Agreement and the obligations of the Company under the Registration Rights Agreement (as defined in the Note Purchase Agreement), pursuant to a supplemental agreement in a form reasonably satisfactory to the Representative and references in such applicable sections of this Agreement relating to the Conversion Obligations and Change of Control Conversion Obligations (including for purposes of clause (ii)(B)(2) of the definition of Conversion Rate and the proviso thereto) to “the Company” shall refer to “the Acquiring Person”, mutatis mutandis, and any references to the “Common Stock” shall instead be references to the Reference Property into which the Common Stock is converted into, or exchanged for in such Reverse Merger (which shall be the common stock of the Acquiring Person in the Specified Transaction). For the avoidance of doubt, the Specified Transaction shall be deemed to have been in full compliance with this Section 11.03. ARTICLE 12 [INTENTIONALLY OMITTED] ARTICLE 13
Reverse Merger. The Company shall use its best efforts to effectuate, by the earlier of (the “Share Exchange Date”) (i) the date that is ten (10) days after the Audit Completion and (ii) July 31, 2010, a share exchange transaction pursuant to which all of the outstanding shares of capital stock of the Company shall be exchanged (the “Share Exchange”) for 23,500,000 shares of Alpine Alpha 2, Ltd., a Delaware corporation (the “Shell”), provided that on the Share Exchange Date (y) the common stock of the Shell is registered under the U.S. Securities Exchange Act of 1934 and (z) the Shell shall have substantially no other assets, liabilities or business.”
Reverse Merger. The documentation for the Reverse Merger and all related filings and registrations with any Governmental Authority shall have been in agreed form for completion of the Reverse Merger.
Reverse Merger. If the Reverse Merger is consummated, the Certificate of Incorporation of Company shall be amended at the Effective Time to read in its entirety as set forth on Exhibit B hereto and shall be the Certificate of Incorporation after the Effective Time, until thereafter amended in accordance with its terms and as provided in the DGCL.
Reverse Merger. The certificate of incorporation of the Company, as in effect immediately prior to the Reverse Merger Effective Time, shall be amended at the Reverse Merger Effective Time to be in the form of Exhibit A-1 hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the surviving corporation in the Reverse Merger until thereafter amended as provided therein or by applicable Law. At or prior to the Reverse Merger Effective Time, the Company shall cause its by-laws to be amended, as of the Reverse Merger Effective Time, to read in their entirety as set forth in Exhibit A-2 hereto and, as so amended, such by-laws shall be the by-laws of the surviving corporation in the Reverse Merger until thereafter amended as provided therein or by applicable Law.
Reverse Merger. Each of the parties hereto shall take all necessary action to cause the directors of Merger Sub immediately prior to the Reverse Merger Effective Time to be the directors of the surviving corporation in the Reverse Merger immediately following the Reverse Merger Effective Time, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the surviving corporation in the Reverse Merger. The officers of the Company immediately prior to the Reverse Merger Effective Time shall be the officers of the surviving corporation in the Reverse Merger until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the surviving corporation in the Reverse Merger.
Reverse Merger. Subject to Section 1.4(b), at the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated in its entirety to be identical to the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such Certificate of Incorporation; provided, however, that at the Effective Time, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the corporation is Overture Services, Inc." and the Certificate of Incorporation of the Surviving Corporation shall be amended as necessary to comply with the obligations of Parent set forth in Section 5.15(a). At the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated in their entirety to be identical to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such Bylaws, provided, however, the Bylaws of the Surviving Corporation shall be amended as necessary to comply with the obligations of Parent set forth in Section 5.15(a).
Reverse Merger. (i) The Company shall use its best efforts to effectuate not later than April 30, 2007 a share exchange transaction pursuant to which all of the outstanding Shares of the Company together with all of the Notes and Warrants issued pursuant to this Agreement and the Common PIPE Securities Purchase Agreement shall be exchanged for equivalent securities of a British Virgin Islands corporation which shall have the class of its common equity securities registered under the Securities Exchange Act of 1934, but which shall have substantially no other assets, liabilities or business (the “Shell”) and as a result of which immediately after the consummation of the share exchange, holders of shares of capital stock of the Shell, other than (A) the Common PIPE Buyers, (B) holders of Management Restricted Stock and (C) holders of Acquisition Sellers Stock, shall own not more than 2.17% of the outstanding shares of capital stock of the Shell (the “Share Exchange”); provided, however, that the Company shall have no obligation to facilitate the Share Exchange unless the Company is advised by a Buyer or the Placement Agent, on or before April 15, 2007, that a corporation meeting the foregoing criteria is available to be the subject of the Share Exchange and the Company does not reasonably determine after conducting reasonable due diligence procedures that such identified corporation does not meet some or all of the foregoing criteria.
(ii) Each of the Buyers agrees to consummate the Share Exchange promptly upon terms and conditions and documents reasonably acceptable to the Buyers provided that the Shell meets all of the criteria specified in Section 4(z)(i).
Reverse Merger. (a) Simultaneous with the date of execution of this Agreement, Florham and the EII Stockholders and EII Optionholders entered into an agreement and plan of merger in the form of Exhibit D annexed hereto (the "Reverse Merger Agreement"). Such Reverse Merger Agreement contemplates the merger of a newly formed Delaware subsidiary of Florham ("Mergerco") with and into EII, with EII as the surviving corporation of such merger (the "Reverse Merger").
(b) Upon consummation of the Reverse Merger (i) EII shall become a wholly-owned subsidiary of Florham, and (ii) the EII Stockholders and EII Optionholders shall own, in the aggregate, ninety-five (95%) percent of the fully-diluted Florham Common Stock as at the effective time of the Reverse Merger (A) after giving effect to the full exercise of the Florham Warrants and the exercise or conversion into Florham Common Stock of any other securities of Florham that are then exercisable for or convertible into Florham Common Stock), but (B) before giving effect to the issuance of the Acquisition Shares and the Escrow Shares issued to the Sellers pursuant to this Agreement.
(c) Consummation of the transactions contemplated by the Reverse Merger Agreement and the Reverse Merger shall occur immediately prior to the Closing under this Agreement and the consummation of the transactions contemplated hereby.
