Terms of Merger. 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -
Terms of Merger. 3 2.1 Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.2 By-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.3
Terms of Merger a) At the Effective Time, each issued and outstanding share of Common Stock of Golden Chest shall, automatically and without further act of either of the Constituent Corporations or of the holders thereof, be extinguished and converted into one issued and outstanding share of Common Stock of the Surviving Corporation. The holder of each share so extinguished and converted (of record on the shareholder records of Golden Chest at the Effective Time) shall be recorded on the books of the Surviving Corporation as the holder of the number of shares of Common Stock of the Surviving Corporation which such holder is entitled to receive; and each certificate theretofore representing one or more shares of Common Stock of Golden Chest shall be deemed, for all corporate purposes, to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation which the holder of such certificate is entitled to receive.
b) Each person who, as a result of the Merger, holds one or more certificates to which theretofore represented one or more shares of Common Stock of Golden Chest shall surrender any such certificates to the Surviving Corporation (or to any agent designated for such purpose by the Surviving Corporation), and upon such surrender, the Surviving Corporation shall, within a reasonable time, deliver to such person in substitution and exchange therefor (I) one or more certificates evidencing the number of shares of Common Stock of the Surviving Corporation which such person is entitled to receive in accordance with the terms of this Plan and Merger Agreement in substitution for the number of shares of Common Stock of Golden Chest theretofore represented by each certificate so surrendered; provided, however, that such holders shall not be required to surrender any such certificates until such certificates would normally be surrendered for transfer on the books of the issuing corporation in the ordinary course of business.
c) At and after the Effective Time, all of the issued and outstanding shares of Common Stock of Golden Chest held immediately prior to the Effective Time shall be cancelled and cease to exist, without any consideration being payable therefor.
d) At the Effective Time, each option to purchase shares of Common Stock of the Company outstanding immediately prior to the Effective Time shall become an option to purchase shares of Common Stock in the Surviving Corporation, subject to the same terms and conditions and at the same option...
Terms of Merger. 2.1 The Merger. ----------
(a) Subject to the terms and conditions of this Agreement, at the Effective Time, the Company shall be merged with and into Merger Corp in accordance with the provisions of the business corporation act under the laws of the State of [Company State] (the "[Company State] Act") and the laws of the State of Georgia (the "Georgia Act"). Merger Corp shall be the surviving corporation resulting from the Merger, shall thereafter conduct the business and operations of the Company as a wholly owned subsidiary of Premiere and shall continue to be governed by the laws of the State of Georgia. The Merger shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the respective boards of directors of Premiere, Merger Corp and the Company.
(b) Subject to the provisions of this Agreement, the parties shall file [Articles] [a Certificate] of Merger executed in accordance with the relevant provisions of the [Company State] Act and a Certificate of Merger executed in accordance with the relevant provisions of the Georgia Act and shall make all other filings or recordings required under each such Act as soon as practicable on or after the Closing Date. The Merger and other transactions contemplated by this Agreement shall become effective on the date and at the time the [Articles] [Certificate] of Merger reflecting the Merger becomes effective with the Secretary of State of the State of [Company State] and the Certificate of Merger reflecting the Merger becomes effective with the Secretary of State of the State of Georgia (the "Effective Time").
(c) The charter and Bylaws of Merger Corp in effect immediately prior to the Effective Time shall be the charter and Bylaws of the surviving corporation until otherwise amended or repealed, the directors of Merger Corp immediately prior to the Effective Time shall serve as the directors of the surviving corporation from and after the Effective Time, and the officers of Merger Corp in office immediately prior to the Effective Time shall serve as the officers of the surviving corporation from and after the Effective Time.
Terms of Merger. In accordance with the provisions of this Agreement and the requirements of applicable law, Merger Sub shall be merged with and into the Company as of the Effective Date (the terms “Closing” and “Effective Date” are defined in Section 6 hereof). The Company shall be the surviving corporation (hereinafter the “Surviving Corporation”) and the separate existence of Merger Sub shall cease when the Merger shall become effective. Consummation of the Merger shall be upon the following terms and subject to the conditions set forth herein:
Terms of Merger. SECTION 2.01
Terms of Merger. In accordance with the provisions of this Agreement and the requirements of applicable law, Shiprock Sub shall be merged with and into Duska as of the Effective Date (the terms “Closing” and “Effective Date” are defined in Section 6 hereof). Duska shall be the surviving corporation (hereinafter sometimes the “Surviving Corporation”) and the separate existence of Shiprock Sub shall cease when the Merger shall become effective. Consummation of the Merger shall be upon the following terms and subject to the conditions set forth herein:
Terms of Merger. Subject to the terms and conditions set forth herein, on the Closing Date, the Company shall be merged into Purchaser as described below.
Terms of Merger. Upon the Merger becoming effective:
Terms of Merger. In accordance with the provisions of this Agreement and the requirements of applicable law, RTC shall be merged with and into Technologies as of the Effective Time (the terms “Closing” and Effective Time” are defined in Article 7 hereof). Technologies shall be the Surviving Corporation and the separate existence of RTC shall cease when the Merger shall become effective. Consummation of the Merger shall be upon the following terms and subject to the conditions set forth herein:
