The Merger and the Closing. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (i) Purchaser shall be merged with and into the Company in accordance with the provisions of the MBCA, and the separate existence of Purchaser shall cease and (ii) the Company shall be the surviving corporation in the Merger (the “Surviving Company”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA.
The Merger and the Closing. 2 Section 1.1 The Merger 2 Section 1.2 Merger Closing 2 Section 1.3 Further Action 2
The Merger and the Closing. 12 2.1 The Merger 12 2.2 Effective Time 12 2.3 Effects of the Merger 12 2.4 The Closing 12
The Merger and the Closing. 12 2.1 The Merger 12 2.2 Effective Time 12 2.3 Effects of the Merger 12 2.4 The Closing 12 ARTICLE III MERGER CONSIDERATION 14 3.1 Conversion of Stock 14 3.2 Procedures; Limits onAllocation of Consideration 15 3.3 Working Capital Adjustment 16 3.4 Release of Escrowed Cash and Escrowed Shares 17 3.5 Post-Closing Audit 19 3.6 Accounts Receivable 20 3.7 Lost, Stolen or Destroyed Certificates 21 3.8 Closing of Company Transfer Books 21 3.9 Dissenting Shares 21 3.10 Allocation of Consideration 22 3.11 Joinders 22 3.12 Fractional Shares 22
The Merger and the Closing
