The Acquisition Merger. On the terms and subject to the conditions of this Agreement and in accordance with the MBCA, at the Acquisition Merger Effective Time (as defined in Section 2.2), Merger Sub 1 shall merge with and into the Company, the separate corporate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation in the Acquisition Merger as a wholly owned Subsidiary of Nanometrics Delaware. The Company, in its capacity as the corporation surviving the Acquisition Merger, is hereinafter sometimes referred to as the "Surviving Corporation").
The Acquisition Merger. Subject to the terms and conditions of this Agreement and of the Agreement of Merger attached hereto as Exhibit C (the "Acquisition Agreement of Merger"), at the Acquisition Effective Time (as defined below), Merger Sub shall be merged with and into Company Sub in a transaction intended to qualify as a recapitalization for financial accounting purposes and the separate corporate existence of Merger Sub shall thereupon cease. Company Sub shall be the surviving corporation in the Acquisition Merger (sometimes hereinafter referred to as the "Surviving Corporation") and shall continue to be governed by the laws of the State of Delaware, and the separate corporate existence of Company Sub with all its rights, privileges, immunities and franchises shall continue unaffected by the Acquisition Merger. The Acquisition Merger shall have the effects specified in the DGCL.
The Acquisition Merger. Subject to the terms and conditions of this Agreement, in accordance with the DGCL, at the Effective Time (as defined in Section 2.2 hereof), Berlin Mergerco shall merge with and into Banknorth Delaware. Banknorth Delaware shall be the surviving corporation (hereinafter sometimes referred to as the “Surviving Corporation”) in the Acquisition Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Acquisition Merger, the separate corporate existence of Berlin Mergerco shall terminate.
The Acquisition Merger. Upon the terms and subject to the conditions set forth in this Agreement, at 8:02am New York City time on the date immediately following the SPAC Merger Closing Date (the “Acquisition Merger Effective Time”), Merger Sub shall be merged with and into the Company in the Acquisition Merger (the “Acquisition Merger Closing”). Following the Acquisition Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Subsidiary Company. The date on which the Acquisition Merger Closing occurs is referred to herein as the “Acquisition Merger Closing Date.”
The Acquisition Merger. SECTION 3.1 The Acquisition Merger; Filing and Effective Time of the Acquisition Merger ........................ 6 SECTION 3.2 Closing ............................................ 6 SECTION 3.3 Effects of the Acquisition Merger .................. 6 SECTION 3.4 Certificate of Incorporation; By Laws .............. 6 SECTION 3.5
The Acquisition Merger. Filing and Effective Time of the -------------------------------------------------------- Acquisition Merger.
(a) Upon the terms and subject to the conditions of this ------------------ Agreement and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time of the Acquisition Merger (as defined in Section ---- 3.1(b)), Acquisition shall be merged with and into Parent. As a result of the Acquisition Merger, the separate corporate existence of Acquisition shall cease and Parent shall be the surviving corporation following the effectiveness of the Acquisition Merger.
(b) The parties hereto shall cause the Acquisition Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware, in such form as required by and executed in accordance with the relevant provisions of the DGCL (the date and time of the filing of the certificate of merger with the Secretary of State of the State of Delaware (or such later time as is agreed to by the parties hereto and set forth therein) being the "Effective Time of the Acquisition Merger"). ----------------------------------------
The Acquisition Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Acquisition Merger Effective Time, Merger Sub shall be merged with and into the Company in the Acquisition Merger. Following the Acquisition Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Subsidiary Corporation and a wholly owned subsidiary of the Surviving Corporation.
The Acquisition Merger. After consulting with its counsel and auditors regarding the meaning of and factual support for the following representations, the undersigned hereby certifies and represents to Rudnxxx & Xolfx xxx Pipex & Xarbxxx, X.L.P. with respect to the Acquisition Merger that the following facts are now true and will continue to be true through and as of the Effective Time:
(a) The fair market value of the EQR Stock received by each ML Sub shareholder will be approximately equal to the fair market value of the ML Sub stock surrendered by that ML Sub shareholder in the Acquisition Merger.
(b) To the best of the knowledge of the undersigned and ML Sub, there is no plan or intention on the part of the stockholders of ML Sub, directly or indirectly, to sell, exchange, transfer, or otherwise dispose of, to EQR or any person related to EQR within the meaning of Section 1.368-1(e)(3) of the Treasury regulations any shares of EQR Stock received in the Merger other than shares of EQR Stock exchanged for cash in lieu of fractional shares of EQR Stock.
(c) The liabilities of ML Sub assumed in the Merger and the liabilities to which the transferred assets of ML Sub are subject were incurred by ML Sub in the ordinary course of its business.
(d) ML Sub and the shareholders of ML Sub will pay their respective expenses, if any, incurred in connection with the Merger and, except to the extent indicated in the following sentence, none of such expenses will be assumed or paid by EQR. EQR will assume or pay only those expenses of ML Sub that are solely and directly related to the Acquisition Merger in accordance with the guidelines established by Revenue Ruling 73-54.
(e) There is no intercorporate indebtedness existing between ML Sub and EQR that was issued, acquired, or will be settled at a discount.
(f) Immediately prior to the consummation of the Acquisition Merger, ML Sub will satisfy all of the requirements necessary to qualify as a real estate investment trust within the meaning of Section 856(a) of the Code.
(g) ML Sub is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of section 368(a)(3)(A) of the Internal Revenue Code.
(h) The fair market value of the assets of ML Sub transferred to EQR will equal or exceed the sum of the liabilities assumed plus the amount of liabilities, if any, to which the transferred assets are subject.
(i) The payment of cash in lieu of fractional shares of EQR Stock is solely for the purpose of avoiding the expens...
The Acquisition Merger. 1 SECTION 2.1
The Acquisition Merger. Subject to the terms and conditions of the Agreement, Seller will be merged with and into Buyer pursuant to the Agreement, the separate existence of Seller will cease, and Buyer will be the surviving corporation in the Acquisition Merger. The Seller's shareholders will in the aggregate receive consideration in the Acquisition Merger of between fifty (50%) and sixty-two (62%) percent of Buyer Common Stock with the balance of the consideration being provided in cash. Contemporaneous with the Acquisition Merger, the Bank will be merged with and into First Essex Bank, FSB ("Savings Association"), a wholly-owned subsidiary of Buyer ("Bank Merger"). Although the Bank Merger is intended to qualify as a tax-free reorganization, this opinion only addresses the federal tax consequences of the Acquisition Merger.
