Structure of Merger. Subject to the terms and conditions of this Agreement, the Delaware General Corporation Law (the "Delaware Corporate Law") and the Missouri Corporate Law, New BCBSMo shall merge with and into New RIT. New BCBSMo shall be the merging corporation in the Reincorporation Merger Transaction and its corporate identity and existence, separate and apart from New RIT, shall cease to exist upon consummation of the Reincorporation Merger Transaction. New RIT shall be the surviving corporation resulting from the Reincorporation Merger Transaction and shall continue to be governed by the Delaware Corporate Law.
Structure of Merger. Subject to the terms and conditions of this Agreement, the Delaware Corporate Law and the Missouri Corporate Law, RIT shall merge with and into New RIT. RIT shall be the merging corporation in the RIT/New RIT Merger Transaction and its corporate identity and existence, separate and apart from New RIT, shall cease to exist upon consummation of the RIT/New RIT Merger Transaction. New RIT shall be the surviving corporation resulting from the RIT/New RIT Merger Transaction and shall continue to be governed by the Delaware Corporate Law.
Structure of Merger. For financial accounting, state law and all other purposes except federal income tax purposes, each of the parties will treat the Merger as (i) a contribution of all of the LLC’s assets to and assumption of all of the LLC’s liabilities by the OP in exchange for the Aggregate Merger Consideration; (ii) distribution of the OP Units by the LLC to its Members in complete satisfaction of the obligations of the LLC to its Members; and (iii) continuation of the OP as the surviving entity and successor to the LLC’s hotel ownership business. For federal income tax purposes, each of the parties will treat (i) the Merger as a tax-deferred contribution of the assets of the OP to the LLC in exchange for OP Units under Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the OP as a continuation of the LLC following the Merger.
Structure of Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Applicable Law, at the Effective Time (as hereinafter defined), all of the membership interest in Harbor Acquisition (as hereinafter defined) shall be cancelled and converted into the right to receive the Merger Shares. In connection therewith, the following terms shall apply:
Structure of Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Applicable Law, at the Effective Time (as hereinafter defined), all North Country Operating Corp. Shares (as hereinafter defined) shall be cancelled and converted into the right to receive the Merger Shares. In connection therewith, the following terms shall apply:
(a) Exchange Agent. Rxxxxx Xxxxxx, Esq., counsel to SVCC, shall act as the exchange agent (the “Exchange Agent”) solely for the purpose of exchanging North Country Operating Corp. Shares for the Merger Shares. At or prior to the Closing, SVCC shall deliver to the Exchange Agent the Merger Shares.
Structure of Merger. In the event Overall Wireless ceases to be a validly existing S Corporation (as defined in Section 3.1) prior to the Effective Time, Metricom may, at its option, restructure the acquisition into a merger of Sub into Overall Wireless. In such event, at the Effective Time, (a) Sub will be merged into Overall Wireless and the separate existence of Sub will cease; (b) Overall Wireless will be the Surviving Corporation; and (c) the Certificate of Merger will be in substantially the form attached hereto as EXHIBIT A-2. If the acquisition is restructured as set forth in this Section 2.12, the parties understand that the Merger will not be a tax-free reorganization within the meaning of Section 368(a) of the Code.
Structure of Merger. The Merger will be structured as a triangular merger, with the following contemplated steps:
a. NRSH will convert its business structure to that of a corporation.
b. AVOZ shall designate Class A Preferred shares with the following rights:
i. Each Class A Preferred share shall have the voting rights equal to 1,000 common shares;
ii. Each Class A Preferred share shall receive distributions equal to 1,000 common shares pari passu with common share distributions; and
iii. At the holders’ option, each Class A Preferred share may be converted to 1,000 common shares, so long as authorized common shares are available for such conversion.
c. AVOZ will purchase 100% of the outstanding shares of NRSH for 6,925,953 Class A Preferred shares, making NRSH a wholly owned subsidiary of AVOZ.
d. AVOZ will exercise its option to sell Altavoz, Inc. to Xx. Xxxxxxxx.
e. The board of directors and all officers of AVOZ shall resign and be replaced by a board and officers selected by NRSH.
f. AVOZ will apply for a name and symbol change with FINRA.
Structure of Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.6 hereof), Acquisition Corp. will merge with and into the Company (the "Merger"), with the Company being the surviving institution (the "Surviving Institution") pursuant to the provisions of, and with the effects provided in, the Delaware General Corporation Law ("DGCL") and the New Jersey Business Corporation Act ("NJBCA"). At the Effective Time, the separate corporate existence of Acquisition Corp. shall cease, and the Company shall continue as the Surviving Institution. The certificate of
Structure of Merger. Rurban may at any time prior to the Effective Time change the method of effecting the Merger and/or the Bank Merger (including, without limitation, the provisions of this Article I), if and to the extent Rurban deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (a) alter or change the amount or kind of consideration to which the holders of NBM Shares are entitled in accordance with the terms and subject to the conditions of this Agreement or (b) materially impede or delay consummation of the transactions contemplated by this Agreement. NBM, if requested by Rurban, shall enter into one or more amendments to this Agreement in order to effect any such change.
Structure of Merger. At the Effective Time (as defined in Section 7.1), Merger Sub will be merged (the "Merger") with and into TW Holding pursuant to the Agreement of Merger (the "Merger Agreement") attached as Exhibit A hereto and applicable law and regulations. TW Holding shall be the surviving corporation in the Merger (the "Surviving Corporation"). The separate corporate existence of Merger Sub shall thereupon cease and the Surviving Corporation shall succeed to all of the assets, rights, properties, obligations and liabilities of Merger Sub, and shall retain all of the assets, rights, properties, obligations and liabilities that TW Holding held or to which TW Holding was subject immediately prior to the Effective Time, all as provided in the applicable provisions of the California General Corporation Law. At the Effective Time, the articles of incorporation and by-laws of TW Holding, as in effect immediately prior to the Effective Time, shall become the articles of incorporation and by-laws of the Surviving Corporation. Also at the Effective Time, the directors and officers of Merger Sub immediately prior thereto shall become the directors and officers of the Surviving Corporation.
