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.
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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.
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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.
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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.
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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.
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Related to Subsidiary Merger Agreement

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

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

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • 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.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

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

  • The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).

  • Termination of Merger Agreement 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.

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

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