Subsidiary Merger Agreement Sample Clauses

Subsidiary Merger Agreement. Prior to the Effective Time of the Merger, ST- Bank and CENIT Bank shall have executed and delivered the Subsidiary Merger Agreement substantially in the form annexed hereto as Exhibit 5.16. CENIT agrees that it shall vote by action by written consent or as otherwise required the shares of capital stock of CENIT Bank held by CENIT in favor of such Subsidiary Merger Agreement and the transactions contemplated thereby.
Sample 1
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Subsidiary Merger Agreement. Except as set forth on Section 3.27 of the Disclosure Schedule, there has been no claim, and to the Knowledge of the Sellers, there are no facts or circumstances that would reasonably be expected to provide the basis for any material claim (irrespective of any applicable survival period related thereto), against an Indemnifying Equityholder by any Indemnified Person (each, as defined in the Subsidiary Merger Agreement) for any Damages (as defined in the Subsidiary Merger Agreement) arising out of or resulting from any of the matters set forth in Section 10.2 of the Subsidiary Merger Agreement. No party to the Subsidiary Merger Agreement or any other agreement entered into in connection with the transactions contemplated by the Subsidiary Merger Agreement is in breach in any material respect of such party’s obligations, agreements or covenants under any such agreement.
Sample 1
Subsidiary Merger Agreement. With respect to any Taxes or Damages indemnifiable pursuant to this Agreement related to the Business Subsidiary arising from (x) any events, facts, transactions or circumstances with respect to the Business Subsidiary occurring on or before July 8, 2015, (y) any Taxes imposed on the Business Subsidiary pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Laws as a result of the Business Subsidiary having been a member of an Affiliated Group for any period ending on or before July 8, 2015 or for the pre-July 9, 2015 portion of any period ending after July 8, 2015 or related Damages, or (z) any Taxes for which the Business Subsidiary has any Liability as a transferee or successor, pursuant to any contractual obligation or otherwise, which Tax is related to the operations of the Business Subsidiary on or prior to July 8, 2015 or to an event or transaction occurring on or before July 8, 2015 or related Damages, the applicable Buyer Indemnified Person shall seek indemnification for such Taxes or Damages under the Subsidiary Merger Agreement prior to seeking indemnification from Parent pursuant to this Agreement.
Sample 1
Subsidiary Merger Agreement. Prior to the Effective Time of the Share Exchange, Xxxxx and USB-Bank shall have executed and delivered the Subsidiary Merger Agreement substantially in the form of Exhibit 5.11 hereto.
Sample 1
Subsidiary Merger Agreement. Each of Union Trust and Waldoboro shall have executed and delivered the Subsidiary Merger Agreement, substantially in the form of Exhibit A hereto; and each shall have taken all steps necessary or desirable to perform the Subsidiary Merger Agreement.
Sample 1

Related to Subsidiary Merger Agreement

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Merger of Merger Sub into the Company 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").

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