Surviving Corporation Common Stock. 5 Taxes........................................................... 25 TBCA............................................................ 1
Surviving Corporation Common Stock. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable of common stock, par value $0.01 per share, of the Surviving Corporation.
Surviving Corporation Common Stock. Section 1.7(c)......................... 3
Surviving Corporation Common Stock. The Surviving Corporation ---------------------------------- Common Stock will have the same terms as the Company Common Stock; provided, however, the Surviving Corporation Common Stock shall have a stated par value of $.01 per share and any Surviving Corporation Common Stock issued in the Merger in exchange for Company Common Stock subject to a right of repurchase in favor of the Company shall be subject to a right of repurchase in favor of the Surviving Corporation upon the same terms and conditions as that of the original repurchase right.
Surviving Corporation Common Stock. 2.1(a) Tax Return........................................... 3.11(d) Taxes................................................ 3.11(d) Termination Date..................................... 5.1
Surviving Corporation Common Stock. (a) At and after the Effective Time, each share of the common stock of Holdco issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.
(b) At the Effective Time, the Surviving Corporation shall issue to Parent such number and type of shares of the Surviving Corporation as is agreed by the Surviving Corporation and Parent in exchange for, and in consideration of, (i) Parent delivering the Per Share Stock Consideration to each person entitled thereto pursuant to Section 1.5(a) and Section 1.8 and any shares of Company Common Stock that are cancelled pursuant to Section 1.5(c) and (ii) Parent delivering the New Parent Preferred Shares to each person entitled thereto pursuant to Section 1.9.
Surviving Corporation Common Stock. 1.6(c) Takeover Proposal ...........................................................................................4.8(a) Takeover Statute ..............................................................................................4.10 Tax ........................................................................................................2.15(f) Tax Return .................................................................................................2.15(f) Voting Securities ..........................................................................................Annex I AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement") is made and entered into as of November 18, 1998, by and among EM Industries, Incorporated, a New York corporation ("Parent"), EM Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and CN Biosciences, Inc., a Delaware corporation (the "Company").
Surviving Corporation Common Stock. 4 T Tangible Net Worth ..................................................... 11
Surviving Corporation Common Stock. 51 6.20 Prospectus/Joint Proxy Statement.......................................51 6.21
Surviving Corporation Common Stock. At and after the Effective Time, each share of the common stock of Holdco issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.
