Terms and Conditions of the Merger. The Investment Entity has determined that the terms and conditions of the Merger, on an overall basis, are fair and reasonable to the Investment Entity and at least as favorable to the Investment Entity as those that are generally available from persons capable of similarly performing the Merger.
Terms and Conditions of the Merger. (a) The terms and conditions of the Merger, including the manner and basis of converting shares in each Constituent Company into shares in the Surviving Company or other property as provided in Section 233(5) of the Companies Act, including into TopCo Ordinary Shares, are set out in the Business Combination Agreement.
(b) TopCo undertakes and agrees (it being acknowledged that TopCo will be the sole shareholder of the Surviving Company following the effectiveness of the Merger) in consideration of the Merger to issue the Merger Claims (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement.
(c) At the Effective Time, the rights and restrictions attaching to the shares in the Surviving Company shall be as set out in the Existing M&A.
Terms and Conditions of the Merger. The terms and conditions of the Merger are as follows:
Terms and Conditions of the Merger. (a) The terms and conditions of the Merger, including the manner and basis of converting shares in each Constituent Company into shares in the Surviving Company or other property as provided in section 233(5) of the Companies Act (including into PubCo Ordinary Shares), are set out in the Business Combination Agreement.
(b) PubCo undertakes and agrees (it being acknowledged that PubCo will be the sole shareholder of the Surviving Company after the Merger) in consideration of the Merger to issue the Initial Merger Consideration (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement.
(c) At the Effective Time, the rights and restrictions attaching to the shares in the Surviving Company are set out in the Restated M&A.
Terms and Conditions of the Merger. SECTION 1
Terms and Conditions of the Merger. 1. The Merger shall be effected pursuant to the terms and conditions of this Plan of Merger and of the Agreement and Plan of Reorganization and Merger dated as of March 4, 1998, by and among United Federal, Triangle and Triangle Bancorp, Inc. (the "Holding Company") (the "Agreement"). As provided herein and in the Agreement, except insofar as the same may be continued by law and except as continued in and merged into Triangle, at the effective time of the Merger (the "Effective Time") the separate corporate existence of United Federal shall cease and the corporate existence of Triangle shall continue with all of its purposes, objects, rights, privileges, powers and franchises, all of which shall be unaffected and unimpaired by the Merger.
2. At the Effective Time and by reason of the Merger, all of United Federal's property, assets and rights of every kind and character (including without limitation all real, personal or mixed property, all debts due on whatever account, all other choses in action and all and every other interest of or belonging to or due to United Federal, whether tangible or intangible) shall be transferred to and vest in Triangle, and Triangle shall succeed to all the rights, privileges, immunities, powers, purposes and franchises of a public or private nature (including all trust and fiduciary properties, powers and rights) of United Federal, all without any conveyance, assignment or further act or deed; and Triangle shall become responsible for all of the liabilities, duties and obligations of every kind, nature and description (including duties as trustee or fiduciary) of United Federal as of the Effective Time. At the Effective Time, and by reason of the Merger, Triangle shall assume and become responsible for the liquidation account established by United Federal in connection with its conversion to the stock form of organization. At the Effective Time, and by reason of the Merger, all savings accounts and certificates of deposit in United Federal shall, without reissue, be and become savings accounts and certificates of deposit in Triangle without change in their respective terms.
3. The Articles of Incorporation and Bylaws of Triangle in effect immediately prior to the Effective Time shall be the Articles of Incorporation and Bylaws of Triangle as the surviving corporation in the Merger and shall continue in full force and effect following the Effective Time until amended in accordance with applicable laws. The officers and direct...
Terms and Conditions of the Merger. 1. Subject to the terms and conditions of the Agreement of Combination, dated as of April 13, 1999, by and between CCB Financial Corporation ("CCBF"), CCBFC, Inc., CCB Bank, Stone Street Bancorp, Inc. ("Stone Street") and Mocksville (the "Agreement of Combination"), and except insofar as the same may be continued by law or in order to carry out the purposes of this Plan of Merger and the Agreement of Combination, and except as continued in and merged into the Surviving Bank, the separate existence of the Merging Bank shall cease as of the Effective Time. The Surviving Bank, upon the merger and without any order or other action on the part of any court of otherwise, shall hold and enjoy all rights of property, franchises and interest, including appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee and receiver, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises and interests were held or enjoyed by the Merging Bank at the time of the merger. The Surviving Bank shall be responsible and liable for all liabilities of every kind and description of the Merging Bank, existing immediately prior to the Effective Time, to the extent provided by law.
2. The Amended and Restated Articles of Incorporation (as amended) of CCB Bank in effect immediately prior to the Effective Time shall continue in full force and effect until amended in accordance with applicable laws.
3. The Amended Bylaws (as amended) of CCB Bank in effect immediately prior to the Effective Time shall continue in full force and effect until amended in accordance with applicable laws.
4. The directors and officers of CCB Bank shall be the directors and officers of the Surviving Bank, and shall serve in such capacities for the terms set forth in the Amended Bylaws (as amended) of CCB Bank.
Terms and Conditions of the Merger. GCE Colorado shall merge with and into GCE Maryland effective as of the date of the filing of the Maryland Articles of Merger and the Colorado Articles of Merger in the forms attached to and made a part of this Agreement as Exhibit A, with the Maryland State Department of Assessments and Taxation in accordance with the Maryland Act and with the Colorado Secretary of State in accordance with the Colorado Act.
Terms and Conditions of the Merger. 2.1.1 At the Effective Time, by virtue of the Merger, each share of Interlink Stock shall be retired and converted into its pro rata share (based on the percentage determined by dividing such one share by the total number of outstanding shares of Interlink Stock) of the following:
(1) Two Million Dollars ($2,000,000) in cash in immediately available funds (which at the option of the Shareholder, may be by cashier's check or by wire transfer); (2) Two Million Seven Hundred Thousand Dollars ($2,700,000) in the form of a subordinated promissory note from ILD in substantially the form attached as EXHIBIT A-1; (3) 6,117 Shares of common stock of ILD determined by dividing Four Million Four Hundred Thousand Dollars ($4,400,000) by a deemed per share price of $273; (4) One Million Dollars ($1,000,000) in the form of a subordinated promissory note from ILD in substantially the form attached as EXHIBIT A-2; and (5) 6,666.67 shares of Series B-3 Preferred Stock of ILD, which stock shall have the rights and preferences shown in EXHIBIT B attached hereto which rights and preferences include a stated value of $300 per share, shall bear an annual dividend rate of six percent (6%) payable quarterly, and shall be subject to a put right at any time after the expiration of five years from the issue date.
2.1.2 At the Effective Time, by virtue of the Merger, each share of Interlink-Fla. Stock shall be retired and converted into its pro rata share (based on the percentage determined by dividing such one share by the total number of outstanding shares of Interlink-Fla. Stock) of Ten Dollars ($10.00).
Terms and Conditions of the Merger. The terms and conditions of the Merger shall be, as follows:
(a) The Surviving Corporation shall be governed by the laws of the State of Nevada. The address of the registered office of the Surviving Corporation in the State of Nevada shall be: American Corporate Enterprises, Inc., and the Surviving Corporation’s registered agent at such address shall be: 000 Xxxx Xxx Xxxx, Suite 129.
(b) The Articles of Incorporation and Bylaws of the Corporation in effect on the Effective Date of the Merger shall be the Articles of Incorporation and Bylaws of the Surviving Corporation, copies of which are attached to this Plan of Merger as Exhibit A, provided, however, that the Articles of Merger filed with the Secretary of State of the State of Nevada shall provide that the Articles of Incorporation shall be amended to change the name of the Corporation to Blue Calypso, Inc.
(c) The directors and officers of the Corporation in office on and as of the Effective Date shall become the directors and officers of the Surviving Corporation, to serve in such capacities until the next annual meeting of stockholders or until their successors have been duly elected and qualified.
(d) Upon the Effective Date, every share of common stock of the Merger Sub shall be retired and the certificates shall be deemed cancelled..
(e) This Plan of Merger has been adopted and approved by an Action of the Board of Directors of the Merger Sub, dated as of the Effective Date, and an Action of the Board of Directors of the Corporation, dated as of the Effective Date.
(f) Pursuant to NRS 92A.180, the Corporation, the sole shareholder of the Merger Sub, waives the requirement that a copy of the plan of merger be mailed at least 30 days before filing the articles of merger.
